Who owns it?

[Againandagain]

New Mexico…Missouri

I am a member of a club in New Mexico. The members of the club (the RV Ranch) has always been told (since 1996) in writing (newsletters, etc) that the RV Ranch in New Mexico was owned by the members.

history. Founding member (FM) created a club in 1985 (The RV Ranch). In 1996 the FM purchased property in NM (land) She created a corporation in Missouri (where she lived) called The RV Ranch, Inc. and warranty deeded to the newly formed corp. FM was listed as owner of new Corp. this corp has a structure that has share holders. The share holder elect new members of share holders as well as the board members and officers. They can also be removed them positions.
throughout the years, the number of share holders has varied. When one died, their shares went back to corp. currently there are 5 share holders who paid the required $1 per share..max 5 shares each. The current 5 members shareholders have been in place between 3-6 years. The remaining shares (475) either not issued or returned by shareholder on resigning or death.

the articles of organization state in section 1, paragraph 1, …. The purpose of this corporation is to support and benefit the members of the club. That has never changed.

approx. 9 months ago…the newly appointed president was directed by the shareholders to “merge” the Missouri Corp into a NM corporation they just created. Then quit claim the land owned by The RV Ranch, Inc. to the new NM Corp (The National RV Ranch, Inc). Which was done. The shareholders have changed the articles of organization (obviously, new Corp.) and new bylaws. Making themselves the sole owners and sole beneficiaries of the proceeds of the sale…..and immediately put the property up for sale.

so…finally the question….i need to dig through past court cases that have happened in Missouri where in previous years there were lawsuits brought by the members against shareholders. Most important is to see whatever evidence was presented in those cases. Get copies of the evidence. We (the members) believe the records still on site might has been sanitized. Anything like PACER at the state levels?

 

[adjusterjack]

I am a member of a club in New Mexico. The members of the club (the RV Ranch) has always been told (since 1996) in writing (newsletters, etc) that the RV Ranch in New Mexico was owned by the members.

Well, based you your story, that's obviously not true since only shareholders own stock in the corporation.

so…finally the question….i need to dig through past court cases that have happened in Missouri where in previous years there were lawsuits brought by the members against shareholders. Most important is to see whatever evidence was presented in those cases. Get copies of the evidence. We (the members) believe the records still on site might has been sanitized. Anything like PACER at the state levels?

The bolded sentence appears to be your only question.

Yes, you can go online and search MO court records though this site seems rather limited.

Case.net (mo.gov)

You may have to visit local courts to perform a search or hire someone local to do it for you.

Why do you want this information?
What do you think it will do for you?
Is it the sale of the property that you (and/or other members) object to?

Probably wasting your time with a lawsuit search as it doesn't appear that anybody is doing anything wromg. That you just don't like what is happening is not necessarily grounds for litigation.

Consult an attorney in NM and review your optoins.

 

[LdiJ]

New Mexico…Missouri

I am a member of a club in New Mexico. The members of the club (the RV Ranch) has always been told (since 1996) in writing (newsletters, etc) that the RV Ranch in New Mexico was owned by the members.

history. Founding member (FM) created a club in 1985 (The RV Ranch). In 1996 the FM purchased property in NM (land) She created a corporation in Missouri (where she lived) called The RV Ranch, Inc. and warranty deeded to the newly formed corp. FM was listed as owner of new Corp. this corp has a structure that has share holders. The share holder elect new members of share holders as well as the board members and officers. They can also be removed them positions.
throughout the years, the number of share holders has varied. When one died, their shares went back to corp. currently there are 5 share holders who paid the required $1 per share..max 5 shares each. The current 5 members shareholders have been in place between 3-6 years. The remaining shares (475) either not issued or returned by shareholder on resigning or death.

the articles of organization state in section 1, paragraph 1, …. The purpose of this corporation is to support and benefit the members of the club. That has never changed.

approx. 9 months ago…the newly appointed president was directed by the shareholders to “merge” the Missouri Corp into a NM corporation they just created. Then quit claim the land owned by The RV Ranch, Inc. to the new NM Corp (The National RV Ranch, Inc). Which was done. The shareholders have changed the articles of organization (obviously, new Corp.) and new bylaws. Making themselves the sole owners and sole beneficiaries of the proceeds of the sale…..and immediately put the property up for sale.

so…finally the question….i need to dig through past court cases that have happened in Missouri where in previous years there were lawsuits brought by the members against shareholders. Most important is to see whatever evidence was presented in those cases. Get copies of the evidence. We (the members) believe the records still on site might has been sanitized. Anything like PACER at the state levels?

Barring any additional information that you might have omitted, the shareholders of a corporation are the owners of the corporation. That applies to all corporations of every kind, not just this one. The land that is being sold is an asset of the corporation therefore the corporation is selling the land and the corporation will receive the proceeds from the sale. What the corporation does with those proceeds is up to the board of directors.

There may be other possibilities but the circumstances would have to be rather convoluted for other possibilities to actually apply. I doubt very much that you will find any court cases anywhere where members brought lawsuits against shareholders, because that whole scenario is odd. Clubs that have members are normally non-profit organizations rather than corporations with shareholders. Those clubs that are not non profit are normally partnerships and all members are partners. I don't know of any other organization that has both shareholders AND members.

 

[zddoodah]

So...364 words and the only question is whether there's an equivalent of PACER for Missouri state courts?

https://www.courts.mo.gov/ has a "Search for a Case" feature. I have no idea how similar it is to PACER.

 

[adjusterjack]

So...364 words and the only question is whether there's an equivalent of PACER for Missouri state courts?

https://www.courts.mo.gov/ has a "Search for a Case" feature. I have no idea how similar it is to PACER.

There's an echo in here. LOL.

 

[LdiJ]

So...364 words and the only question is whether there's an equivalent of PACER for Missouri state courts?

https://www.courts.mo.gov/ has a "Search for a Case" feature. I have no idea how similar it is to PACER.

Well, the title of his thread was the question "Who owns it?"

 

[zddoodah]

Well, the title of his thread was the question "Who owns it?"

Fair enough, but it's not clear what the antecedent of "it" is.

 

[Zigner]

Well, the title of his thread was the question "Who owns it?"

Yes, but the post itself was steered toward the collection of information from prior cases without any real concern about "who owns it."

 

[Againandagain]

Well, based you your story, that's obviously not true since only shareholders own stock in the corporation.



The bolded sentence appears to be your only question.

Yes, you can go online and search MO court records though this site seems rather limited.

Case.net (mo.gov)

You may have to visit local courts to perform a search or hire someone local to do it for you.

Why do you want this information?
What do you think it will do for you?
Is it the sale of the property that you (and/or other members) object to?

Probably wasting your time with a lawsuit search as it doesn't appear that anybody is doing anything wromg. That you just don't like what is happening is not necessarily grounds for litigation.

Consult an attorney in NM and review your optoins.

thank you for your quick reply. From all the legal documents I have seen…I found nothing that actually gives the park to the club.

 

[Againandagain]

Barring any additional information that you might have omitted, the shareholders of a corporation are the owners of the corporation. That applies to all corporations of every kind, not just this one. The land that is being sold is an asset of the corporation therefore the corporation is selling the land and the corporation will receive the proceeds from the sale. What the corporation does with those proceeds is up to the board of directors.

There may be other possibilities but the circumstances would have to be rather convoluted for other possibilities to actually apply. I doubt very much that you will find any court cases anywhere where members brought lawsuits against shareholders, because that whole scenario is odd. Clubs that have members are normally non-profit organizations rather than corporations with shareholders. Those clubs that are not non profit are normally partnerships and all members are partners. I don't know of any other organization that has both shareholders AND members.

thank you for the reply. The original incorporation shows the FM as the sole owner of the corp. nothing has been found that changed that…but…daughter of FM claims she has FMs’ will that does name the club as her heir in this matter. Haven’t seen it.

 

[adjusterjack]

The original incorporation shows the FM as the sole owner of the corp. nothing has been found that changed that

A lot has changed that, enough to make that irrelevant. In fact, you've just explained all the changes.

The end result being that the new corporation owns the property and can sell it.

but…daughter of FM claims she has FMs’ will that does name the club as her heir in this matter. Haven’t seen it.

Doesn't matter. FM's daughter could have inherited FM's shares with or without a will (intestacy).

The land has likely appreciated substantially in the last 28 years and the owners are looking at a big fat payday and only the shareholders will benefit.

 

[Zigner]

Is the original owner (FM) still alive?

 

[LdiJ]

thank you for the reply. The original incorporation shows the FM as the sole owner of the corp. nothing has been found that changed that…but…daughter of FM claims she has FMs’ will that does name the club as her heir in this matter. Haven’t seen it.

It is clear that you do not understand how corporations work. That is ok, if you have no reason to be familiar with that you couldn't be expected to know. However, you do need to listen to people who do understand how they work or you won't understand the advice that you are given.

Corporations do not have "owners" they have shareholders. A single person can own 100% of the shares in a corporation making them the sole shareholder, but if there are other shareholders, then each of those shareholders owns a piece of the corporation. It is not at all unusual for a single person to own all of the shares of a corporation when it is first formed. It also also not unusual for a single person to own a piece of land that later becomes part of a corporation. However, that often (or even most of the time) is not a permanent situation. Other shareholders obtain shares in the corporation over time. The state would not have records of that. The corporation itself would have those records.

FM could not will the entire corporation to the club or anyone else because FM did not own all of the shares of the corporation. Therefore FM's will may have been invalid as far as the corporation and the club was concerned.

What you probably need to do is to consult a local attorney to whom you can explain exactly WHY you are asking questions. People are trying to give you answers in a bit of a vaccum and that is not necessarily going to do you any good.

 

[Againandagain]

You are all confirming my “take” on this mess. There isn’t anything the club can do. These 5 shareholders will sell, and the club can do nothing about it.

final note on all this. This RV Ranch has not shown any profit for decades. current Ranch manager says that the shareholders have always raided the bank for their own purpose…now they cannot sell because this business makes no profit. A commercial broker looked this over a couple weeks ago and refused to represent the shareholders becpause he said he could not sell the place and it would just be a waste of his time.
another complicating fact is that this is the desert….the well has been drilled deeper twice already…the aquifer is dropping fast. I would wonder about the sanity of a buyer putting money into a place that won’t pay them back, and is likely to have no water in the next 5 years or so no matter how deep they go. So, if it sells at all, it will be for very little.

thank you…everyone for the guidance.

 

[Taxing Matters]

The corporation put up the property for sale. But that's meaningless if there will be no buyers at the price the corporation is looking for. The water problem is likely one of the big motivations to sell now, hoping to dump that problem on an unaware buyer. The corporation may be stuck with a declining asset unless it is willing to price the property low enough to attract interest. It is the corporation that gets the proceeds of the sale. That was always going to be the case. The corporation is very likely set up with the IRS as a S-corporation, so the shareholders of the S-corporation will take their share of the profit as income on their personal income tax returns. If it wasn't set up as a S-corporation with the IRS from start then the founder screwed up because the tax cost while a C-corporation would be significantly more.

The members of the club get nothing unless they are also shareholders of the selling corporation. Whether the club members might have a claim against the FM for fraud by claiming that the club members did have ownership in it is something about which they'd need to consult a NM civil litigation attorney.