Legal Question in Business Law in Virginia

Corporate Board of Directors

I below to a vol fire company. Our By-Laws and Charter say our Board of Directors is elected by membership for a period of x years. The older members insist that there is an ''oversight'' board that has power over the membership AND Board of Directors. The membership on this oversight board is appointed by the President and their term is indefinately (death or resignation). They insist this is legal and have routinely overrulled decision by membership and the elected BOD. This smells fishy to me. Is there ever a stipulation where a ''corporate board'' is appointed and can never be unseated? And that they have ABSOLUTE power over the corporation (regardless of what membership or the elected BOD says)? Please help?!?!?


Asked on 11/15/05, 8:12 pm

2 Answers from Attorneys
Robert Strupp Robert J. Strupp,Attorney at Law, PLC

Re: Corporate Board of Directors

Corporate bylaws and Articles of Incoropration, along with statute, determine what coroprate officers and directors may do. These documents should be reviewed prior to any determination. The state agency that regulates corporations is the State Corporation Commission.

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Answered on 11/15/05, 9:26 pm
Jonathon Moseley Jonathon A. Moseley

Re: Corporate Board of Directors

The corporation must be governed by the

Articles of Incorporation and the Bylaws and

Virginia law to the extent any details are not

specified in those.

You can get a copy from the State Corporation

Commission if not any other way.

You need to find out if there are true members

who have voting rights over the board of directors

or not.

And you also need to see what the Articles and

ByLaws say about how the board of directors are

chosen.

The corporation MUST comply with those

requirements.

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Answered on 11/16/05, 8:31 pm


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