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Restructure of a C Corp

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zed

Junior Member
I am a member of a C corporation. The corporation has asked for a loan and a vote to restructure the corporation. They did this thru an emergency meeting of the membership. Only 1 weeks notice was given for this meeting. Restructuring was tied into the loan on the ballet they were not 2 exclusive items. In the bylaws there is nothing about what Quorum is except in the vote for officers. It is my understanding that it takes a Vote of all outstanding shares to restructure a corporation under California code. Not just a Majority of those present. The restructure would split the company into 2 completely separate entities.

The vote was close only a 13 vote margin to accept. The voters present constituted less than 1/3 of all share holders.

My questions are, Was this a legal vote to separate the corporation into 2 entities with less than half of all share holders there? Was a 1 week notice for this meeting and vote proper notification of the shareholders for such a vote? Where would I find this in the Corporate law of California.

Normally I would go to a lawyer but I have been unemployed and I am a bit reluctant to spend money on a lawyer if there is no basis for concern. I hope I can at least get pointed in the right direction. This corporation is a heritage group and I would hate to see it restructured like this if all the owners were not given proper notification.

Any help anyone could do to point me in the right direction would be great.


Normaly i would go to a lawyer but I have been unemployed and i am a bit reluctant to spend money on a lawyer if there is no basis for concern. I hope i can at least get pointed in the right direction. This corporation is a heritage group and i would hate to see it restructured like this if all the owners were not given proper notification.
 



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