Legal Question in Business Law in Missouri

Re: Corporate governance

It depends on the business entity. From your post, I am guessing this is probably a C-Corp. If so, the Bylaws are going to govern how corporate decisions are made. Typically, if the President and/or Chairman are acting contrary to the By-Laws, they can be removed by the rest of the Board in accordance with the By-Laws. Additionally, if the President and/or Chairman is acting contrary to the company's best interests, they may be violating their duty of loyalty to the company and open themselves up to personal liability via a sharesholders' derivative suit against the two individuals. If the decisions they make are adversely affecting the company, or have the potential to do so, I would highly recommend engaging an attorney to assist you in the matter immediately. Too often companies wait until the damage is done, and all the attorney can do is help clean up the mess.

However, if the decisions they are making are not adverse to the company's interest or the board's interest, then you may simply want to review the By-Laws and call a special meeting of the board, in accordance with the By-Laws to discuss the issue with the Pres. and Chair. If you need any further assistance, feel free to contact me. Best of luck with the situation.