Chapter 17 - The Board Removes Vanessa Temporarily
Bellafonte Hospitality had a five-person management committee.
I held two appointment rights.
Vanessa one.
Independent investors two.
Under the operating agreement, a managing member could be suspended for conduct creating material legal or reputational risk pending investigation.
I did not order Vanessa removed.
Could I influence?
Of course.
That was precisely why I recused.
The two independent committee members and outside counsel handled it.
They reviewed:
The cane incident.
Staff authority misuse.
Lender communications describing Margaret as confused.
Potential conflicts in the proposed refinancing.
Management-fee benchmarking.
No evidence Vanessa stole company money.
No evidence she falsified financial statements.
No hidden criminal enterprise.
Still, the committee suspended her as managing member for ninety days.
An outside hospitality executive became interim manager.
Vanessa retained her thirty-two percent ownership.
She received distributions if declared.
No one took shares.
No magical exile.
Her control paused while governance caught up.
She called me through counsel:
“You’re hiding behind independent directors.”
I answered through mine:
“That is what they are for.”
May you like
For once, family anger did not get a direct line to my office.
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