Re: Corporate law
Well, neither one of you has a hammerlock on the company's management. As you probably know, both presidents and vice-presidents are just employees of the corporation, holding office and power at the pleasure of the board of directors. Your corporation obviously has at least three shareholders, and by law it must have at least three directors (Corporations Code section 212).
I'm not sure exactly how to get the power struggle in your corporation under control, but as a general proposition, I'd suggest the following:
1. Make sure the corporation has a proper board of directors elected, meeting regularly, and handling the board's resonsibility to hire and assign duties to corporate officers.
2. Make sure your corporation has adopted and is following a set of bylaws that specify the usual managerial and power-sharing factors including how officer duties and salaries are determined.
3. Determine the position of the holders of the remaining 40% of the stock on how the company is to be managed. If one person owns the remaining 40%, that person should be able to exercise a lot of influence.
4. Does the company have cumulative voting for directors? Do you understand what that is and how it works? This could be an important issue, worth learing about.
5. Be sure you have someone filling the statutory roles of secretary and treasurer. Not just a name in a blank on a Secretary of State form, but an individual who knows the duties and carries them out.
6. Finally, be sure everyone understands that corporate management starts with the shareholders, when they elect the board; but then, the board of directors has THE MAJOR role in dictating how things are run, subject to the Articles of Incorporation, the bylaws, the laws of the state, and principles of fiducary duty. The officers, whatever their titles, serve at the discretion of the board, and whether they own no stock or a majority, get their offices and powers from board decisions and policies.
