The way that your share agreement was written is as a contract, which
has never been accepted by the corporation. The reason I did not do
this when I was secretary was because our Articles of Incorporation
did not allow us to issue shares, and one of the things which I
emphasized to Heather when she agreed to become secretary upon my
resignation from the board was the importance of accepting those share
agreements, adopting bylaws and issuing shares. By not doing these
things you all are in a bit of a pickle, because (A) you have accepted
money for shares which (B) have never been issued and (C) are to be
bound only by bylaws "to be adopted at a meeting of owners subsequent
to incorporation." Given that such bylaws were never adopted, you are
legally bound to return all owner equity received six months or more
ago.
As a CPA and a corporate officer, Rustin should prepare to issue
checks, unless your lawyer tells you otherwise. You know that judges
trump lawyers, yes? Having been advised of this via attachment, I
would strongly suggest that you have a second lawyer assess to what
extent you may trust in the "reasonable person" standard, given that
VFC is now in possession of almost $30,000 of owner equity for which
no share certificates have been issued and for which no completed
share subscription agreements are on file.
- Rory
If the board can vote to terminate a board member, vote to pass
questionable bylaws, and vote to terminate a member all in one day;
why can they not select a representative for Small Claims Court in two
months? It would seem logical that the treasurer which is Rustin's
official title, would be the selected representative. Wonder what the
judge was thinking about his "non- representative" status. Since this
hearing was been scheduled, there have been at least two formal board
meetings. In addition to those meetings where others can actually see
what is happening, the board has met, voted, etc., behind their email
addresses for many months. They couldn't take care of this matter?
To quote a long-time officer, I am confused. How is it that the board
could have not appointed, elected, chosen someone to represent them
between August and today? It seems that Rustin was under the illusion
that by him showing up and saying he was not responsible that the
judge would say, "That's okay, you don't need to pay." Ya think?
Oh, me thinks the judge was a bit annoyed with him given he was served
as treasurer of Vancouver Food Cooperative, was sitting in her court
and saying he couldn't represent the co-op and, when asked who would
chose he said the board of directors and then admitted he was one of
board of directors.
Oh, well.
They have had ample time and opportunity to address this for
resolution at Monday's hearing. One can only speculate at their
competency in matters involving corporation law at the state level as
well as security issues. A review of cash on hand clearly shows
irresponsible handling of owner equity. Anyone else notice they no
longer report cash on hand at board meetings? Perhaps because of the
thousands of dollars of shortfall in spite of generous grants and
fundraising. To say this is very sad is truly an understatement.
What else can we expect from a board of directors that files a false
police report in behalf of the owners? Since Rustin was one of two
directors who filed that report, one can only wonder if the entire
board voted to include the items that were in that report or if they
even knew prior to the October meeting when I aired the dirty laundry.
I am truly confused as to how Rustin can represent the co-op to file
a false police report but tell a judge he cannot represent the same
organization in Small Claims Court.
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---<-@ Glenna Rose @->---
I cannot change the world, but I can make my little corner better.