Legal Question in Business Law in Nevada

Shareholders rights over directors

I live in Canada and have incorporated a business in Las Vegas. We have five partners and seven shareholders. Two shareholders that reside in Europe are also on the board of directors. Since they are common law, does/could this constitute a conflict of interest. (12% each)

(Percentage ownership is 30%,23%,15%,12%,12%,5%,1% = 98%).

Without having the first board meeting it was decided that there would be 4 out of 5 vote would determine resolution. If the elected/appointed President and CEO of the company feels that the board in incompetent in making the best decision for the company and had 51% shareholders agree. Can the board be over ruled? Does majority ownership over rule the board? The company has not had the first official board meeting. The company has not started operations yet. The contracts are standard/generic does. I am trying to fire a director because of unethical business practice. Just want to know what can be done legally. Thank you.


Asked on 7/23/04, 12:00 pm

1 Answer from Attorneys

Re: Shareholders rights over directors

Your answers should be in the corp's bylaws.

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Answered on 7/23/04, 12:19 pm


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