Legal Question in Business Law in Ohio

I am an owner in a company and part of the management team, my husband is an owner as well less shares than me, but an owner of shares. He has never attended a meeting but would like to start since there has been some inappropriate use of funds. One of the members of managment team, has sent out for a vote to see if they want my husband to be on the team. My husband has no time to be on the Managment team, he travels world wide. He just wants to sit in and listen to what is going on with our investment and the issues surrounding the missapproriation of funds. He also wants to give advice on how to build the business. Is he allowed to sit in on Managment team meetings since he does own shares in this small business. It is a C Corporation in ohio. The members of the managment team who attend meetings own shares except for one of the spouse's and our attorney.

Asked on 2/27/12, 10:15 am

1 Answer from Attorneys

Bradley Miller Miller Law LLC

Whether your husband can sit in on the management team's meetings will first depend on the corporation's bylaws/regulations. What do they say about it? Are management meetings open to all shareholders? As a shareholder, does your husband have the right to bring issues to management meetings?

If the bylaws/regulations are silent on the matter, then it is probably up to the management team to decide. Again, you need to check the bylaws/regulations to see how such determinations are made.

If the attorney you mentioned is the attorney for the company, then he or she may be able to tell you whether the bylaws/regulations allow for your husband to attend the management meetings, and if so what is the proper procedure for doing so. If you aren't able to get answers from him or her, you may need to get an outside attorney to help review and explain the bylaws/regulations for you with regards to your husband and the management team.

Good luck.

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Answered on 2/27/12, 10:59 am

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