Legal Question in Business Law in Massachusetts

Re: small business

As vice president, you have certain inherent powers to bind the corporation (to contracts and the like); in the circumstances that you describe, you would also be able to act in the President's stead to use the powers identified in the Corporation Act and the Articles, Bylaws, and other governing documents of the corporation. However, the president lacks the authority to wind-up and liquidate the corporation without the action of the stockholders; even the board of directors have limited power to fundamentally alter the business of the corporation. You can, and should, call a stockholders' meeting to discuss the problem and present possible solutions.

You should also contact the corporation's regular counsel for further advice. If none, consult with prospective counsel for more specific advice.

Best wishes,

LDWG

Re: small business

A VP can act under most By-laws in the abasence of the President. However, you are talking about liquidating the business, so you need the consent of at least the majority of the shareholders by stock ownership. Meaning you need at least 51% of the shares. You need to look at both your articles of organization and your by-laws to see what restrictions on liquidation are if any.

If you would like to discuss the matter nmore fully, please call me.

Re: small business

It depends on your written rules of engagement. If there are none, you may have to get the shareholders to act; and if not, you may have to go to court.