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14 Replies Last post: Jan 14, 2008 4:30 PM by rockbar

Partner stealing

Jan 11, 2008 7:22 PM

Click to view rockbar's profile Start-up rockbar 5 posts since
Jan 11, 2008
I have a partner who is stealing money out of our bank account. He has signed our Corporate Bylaws which say that any director on the Board of our corporation can be voted off by a majority shareholder vote. Once he is voted off the Board of Directors the remaining Board members can then vote him out as President. My question is two parts, first, does he have any recourse, other than a shareholder vote of course, to get back on the Board? Second, once he is voted silent can he be removed from our company bank accounts?
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Click to view LUCKIEST's profile SCORE LUCKIEST 7,933 posts since
Aug 6, 2007
1. Re: Partner stealing Jan 11, 2008 9:24 PM
DO YOU HAVE A LAWYER?? Can you prove your partner is stealing money out of your bank account??
AND HE IS STILL YOUR PARTNER?? Vote him off the Board of Directors, take his keys, throw his out and
Call the police and have him arrested.
LUCKIEST
Click to view LUCKIEST's profile SCORE LUCKIEST 7,933 posts since
Aug 6, 2007
2. Re: Partner stealing Jan 11, 2008 9:26 PM
I had an employee who wrote himself an extra check for 6 weeks until we did a bank rec.
He is now in Jail. That is stealing. LUCKIEST
Click to view CorpCons08's profile Mogul CorpCons08 1,128 posts since
Nov 14, 2007
3. Re: Partner stealing Jan 11, 2008 11:13 PM
You may have a lawsuit against the board member for the money the company is out. (consult a lawyer)
As far as removing him from the bank accounts, bring in minutes of the meeting showing that he was removed.
The banks will complete new resolutions and signature cards to remove him same day.

Regards,

CC08
Click to view rockbar's profile Start-up rockbar 5 posts since
Jan 11, 2008
4. Re: Partner stealing Jan 12, 2008 12:38 AM
in response to: LUCKIEST
Thanks for the helpful info. I am not sure I can get him for stealing because he is an equal partner with access to the accounts. But, I know i can get him voted off, and I am looking for an attorney to consult with as we speak. Again, thank you for the info.
Click to view rockbar's profile Start-up rockbar 5 posts since
Jan 11, 2008
5. Re: Partner stealing Jan 12, 2008 12:42 AM
in response to: CorpCons08
Thank you for the info. Are you sure the minutes from the meeting will be enough for the bank to take him off all our bank accounts?
Click to view CorpCons08's profile Mogul CorpCons08 1,128 posts since
Nov 14, 2007
6. Re: Partner stealing Jan 12, 2008 1:06 AM
in response to: rockbar
I've worked for three commercial banks in a past life.
I'm positive. :) CC08
Click to view Lighthouse24's profile Mogul Lighthouse24 2,396 posts since
Oct 10, 2007
7. Re: Partner stealing Jan 12, 2008 1:09 AM

My suggestion is to consult an attorney. Yes, you can cut him off from the accounts fairly easily, as already advised. In practice, however, it can be difficult to actually remove a director by a resolution. In many states, corporate law gives every director on the board the right to receive special notice of any resolution to remove him. The company must provide a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate representations prior to the hearing. And unless he is actually convicted of a crime, he may be entitled to compensation for removal, espcially if any of these steps was skipped. An attorney can quickly (i.e., affordably) advise you on how to proceed. Best wishes.
Click to view Lighthouse24's profile Mogul Lighthouse24 2,396 posts since
Oct 10, 2007
8. Re: Partner stealing Jan 12, 2008 1:12 AM
P.S.. I assume that you're privately-held -- you'd obviously have even more concerns and procedural issues if your company were publically traded.
Click to view DomainDiva's profile Mogul DomainDiva 1,732 posts since
Oct 10, 2007
9. Re: Partner stealing Jan 12, 2008 8:33 AM
Recourse? For Stealing? NO. Just make sure you have all the proof. I dumped a board member because he signed my name to an email on an outside project. Recourse? Oh no. Proof.

What a scoundrel.
Click to view CorpCons08's profile Mogul CorpCons08 1,128 posts since
Nov 14, 2007
10. Re: Partner stealing Jan 12, 2008 1:34 PM
in response to: Lighthouse24
Good point on the privately held and publically held business...
Which is it? CC08
Click to view Greg Melton's profile Professional Greg Melton 7 posts since
Jan 12, 2008
11. Re: Partner stealing Jan 12, 2008 2:09 PM
I would have to begin by asking "Is he stealing?" You may need to define stealing. I am not trying to give the guy a way out, but sometimes there are reasons or even more importantly suspicions that may not be true. Nothing would be worse to a relationship and a business than equal partners accusing one another of things that are simply misunderstood or untrue.

As always, I would consult with an attorney. Perhaps on your own dollar - remember it may be construed as stealing from the company if this is not really a company issue. See how that works.

The bottom line is communication. As they say, communication is the root of all evil: lack of; miscommunication; poor... Simply talk to person. You may be able to find out what is going on with the money without causing a bigger problem. If he is indeed stealing (remember to define stealing), follow the advice of those above me. But remember, it may be something else.

If you are just looking for a way to "remove" a member of the company, I would have to argue that you should explore other avenues to make that happen.

Greg Melton
Founder and CEO
Branded Concepts
Click to view rockbar's profile Start-up rockbar 5 posts since
Jan 11, 2008
12. Re: Partner stealing Jan 12, 2008 3:33 PM
in response to: Greg Melton
To answer a few questions at once:

We are a privately held corporation with 3 majority shareholders and 5 very minority shareholders. There is also no questions as to whether or not he has been stealing. I have bank records that show the company check card has been used to pay for everything from concessions at a ballpark to Christmas presents. This individual has been my best friend for 16 years so I would not accuse him of anything without having all the proof I need. It has also come to my attention that his reputation in the community is very lacking. He has been accused of sleeping with a woman and emptying her bank account. Now I DO NOT know if this is true or not, but I do know that prominent members of our community believe this to be true and have chosen not to frequent our establishment because of his involment with us. And, I also know that is not the first and only accusation of theft against him.
Click to view PULLP.NY's profile Start-up PULLP.NY 1 posts since
Jan 14, 2008
13. Re: Partner stealing Jan 14, 2008 12:57 PM
in response to: rockbar
I am an attorney, and there are a number of factors that would factor into these issues. Where are you located? (Jurisdictional laws may differ). Where was the company incorporated? What do the Articles of Incorporation and Bylaws say?

I cannot offer legal advice in a forum like this, but these are some of the key questions to focus on. If you want to discuss this further, feel free to contact me. Best of luck!
Click to view rockbar's profile Start-up rockbar 5 posts since
Jan 11, 2008
14. Re: Partner stealing Jan 14, 2008 4:30 PM
in response to: PULLP.NY
Thank yoy. Anything helps