Corporations

I am starting a Non Profit Corporation. What would be an appropriate title for the founder: President/CEO or just Executive Director? Can I also have a vice president? In that case what would be an appropriate title for the Chairperson of the Board. Do I need to specify the role of the Precident/CEO in the By laws?

Can a President of a 10 person S-corp in Georgia terminate his business partner who acts as the Vice President of the company? Both are (50/50) owners/shareholders but the Vice President no longer does his stated job and rarely comes to the place of employment. Both owners receive the same compensation although the President has run the company over the past 6 years while the other owner has slowly withdrawn. To date, the President has chosen to ignore this behavior for many reasons and has paid (the absentee owner) his full compensation. Recently, the President raised his salary from $155,000 (they both make this) to $200,000. This has prompted a lawsuit from the other owner/Vice President. The big question is if the President can terminate the Vice President (50/50 shareholder) as an employee of the company for not performing his job without 'approval' from the Board of Directors or Shareholders. Can he also 'Lower' his co-owners salary to get leverage in a possible buy-out? Optional Information: Cumming, GA (outside Atlanta), Georgia Already Tried: We have worked with a business lawyer (initial stages). The company by-laws are pretty generic and have no major changes to them - meaning they give the President powers to run the company subject to Board approval from what I can gather. The owners haven't held annual meetings and the Vice President has allowed the President to make all decisions regarding the company's course of action without dissent until this latest move when the President ultimately raised his salary in defense of the work load he has vs. the non-performance of any job function by the other owner and Vice President. The understanding is yes the President can fire the Vice President, but still will be obligated to pay him dividends or distributions as they are disbursed by the board/officers, etc.

We have a judgment against a contractor (corporation) following an arbitration. Appeal of the judgment just expired. Right after the arbitration award was issued in our favor, the owner moved assets from the subject corporation to another of his businesses which we believe is a fraudulent conveyance. The owner is allowing an automatic termination of the corporation by not filing an annual report with the state corporation commission. Our judgment will survive the termination under Va. Code Section 13.1-755, but the corporation can no longer be sued (it appears). Can we still move to have the fraudulent conveyance reversed or would that be considered suing the corporation after it no longer exists? Or, could it be considered part of collecting the judgment? For example, could we claim that the cause of action arose prior to the termination since the fraudulent conveyance occurred right after we obtained the award in arbitration? See 413 S.E.2d 605 (Va. 1992) for construction of this section of the Code. We would prefer to have an attorney handle these matters, but we are out of funds and must pursue the judgment ourselves.

I am currently an employee at a Seattle based internet company that is an s-corp. I have been with the company for almost 4 years. I do have SARS and as a foreigner on an H-1B visa, my SARS are not converting into options since an S-Corp cannot have foreign ownership. If I would leave the company in the near future, what would happen to my SARS? Will I be able to keep them? If the company then converts to a C corp (that is the plan) in the future, will my vested SARS automatically be converted into options?

If an organization changes it's name, is the contract I signed still valid (a church non-compete contract is the type of contract)?