Legal Question in Legal Ethics in Virginia

Corporation by-laws vs ''state'' laws
My grandparents set up a corporation for our family in the early 1900's for tax purposes among other reasons. Approximately 400 acres of land and several rental properties were owned by the family ''corporation''. The corporation by-laws were put in place in which it states clearly who the Board of Directors are to be, how decisions are to be made, etc.

Now that only 2 of the original children (one being my father) are remaining alive- the other children of the deceased (my cousins) are saying that state laws (VA) override corporation by-laws. They have teamed up together and have overthrown the Board of Directors and are now making policies- still claiming that state law overrides corporation by-laws. There is quite a lot of land and money at stake, but the principle of it is what matters most. Are they legally entitled to do this? Do state laws override corporation by-laws? Also, when shareholders of a corporation vote on matters is it by head count or by number of shares?

it is quite heartbreaking to watch as descendents change everything to suit their selfish greedy needs.

Can you please direct me to more information on this before it is too late? I greatly appreciate your time.

Asked on 2/02/08, 5:22 pm

Michael Hendrickson Law Office Michael E. Hendrickson

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Re: Corporation by-laws vs ''state'' laws

What state laws are they talking about

(which supposedly override corporation by-laws)? Perhaps, you should ask them---and then demand to see the written proof of such laws.

Then make an appointment for a consultation with an attorney who knows about such matters and who can advise you, accordingly.

Answered on 2/02/08, 5:31 pm

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