Chapter 11 - The Board Seat
My birthday threat came due sooner than I expected.
Not by sunset.
I was wrong about that.
Corporate governance does not bend around good dialogue.
Alden explained the process.
Eugenia was one of seven directors.
Under Wexler Dynamics’ bylaws and state corporate law, shareholders holding the required voting power could remove a director without cause through a properly executed written consent, subject to classified-board rules.
But:
Niles’s thirty-six percent was held in trust.
The corporate trustee had to determine independently whether removal served the beneficiary’s interests.
Roderick could not simply command it.
Neither could I.
Alden was counsel, not the sole voter.
Good.
No five-year-old firing Grandma.
The trustee retained independent governance counsel.
Reviewed:
Eugenia’s attempted interference with trust vesting.
Her misrepresentation that DNA controlled eligibility.
Her use of Niles’s private genetic material to influence corporate control.
Her public humiliation of the beneficiary.
Potential conflict of interest.
Within ten days, the trustee voted Niles’s thirty-six percent in favor of calling a special shareholder action.
Roderick voted his twenty-four percent for removal.
That made sixty percent.
The employee ownership vehicle abstained.
Eugenia voted her twenty percent against.
She was removed from the board.
Not because I threatened.
Because the shareholder and fiduciary process concluded her conflict had become untenable.
She remained a twenty-percent shareholder.
Important.
No one confiscated her wealth.
No inheritance disappeared.
Ownership and governance separated.
That was the consequence she had been trying to prevent.
May you like
Her attempt accelerated it.
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