Urgent Advice regarding CC member

[BusFact]

Cant I just give them the profit thus far so that they will leave.
At least they will get a little more if i dont want to share in the profits seeing that split three ways you not going to be any richer.
It would not bother me at all to do that.

Yes you can, but you have to get them to agree to it. You need to negotiate and convince them that it makes sense. You can't force them to do anything and simlarly they can't force you to do anything either.

[Martinco]

Unfortunately for me they still own their share, but all share owned is split equally three ways.

Ok , approach them and ask them what they want and take it from there.

[Gillian]

All i want is to keep my business name. Nothing more.
For all i care take the profit and leave but now their mission is to either dissolve the business or liquidate it.
When all else fails that means starting over when business is picking up, but also being lost because of the dispute and their ignorance.

Their is not much more that i can offer.

Loosing the advertising contract, that is where I am going to lose money well spent and I'm not willing to lose that amount of money. That is the investment I made.

Maybe I'm being difficult but the more I'm trying to get this matter sorted out, the more excuses they have to drag this thing out.

I know I'm putting up a heck of a fight, which might end up in a war, but I will not back down.
Now that scares me because now its boils down to getting messy which is what i tried to avoid, but they are being unreasonable and very unprofessional.

Thanks for all the advice but please, I need MORE advice.

What next?

[Gillian]

Go for it, Gillian

As Robinson and Martin point out quite clearly, the relationship seems dysfunctional and you need to sort that out now (definitely don't put this off).

I'm trying not to put this off, its going nowhere slowly.

They are not willing to attend meetings which I have called numerous times and they just refuse to attend.

If this continues its never going to end.
The question is why are they not willing to meet face to face?

[Dave A]

The question is why are they not willing to meet face to face?

I'd guess either fear (of you - possibly guilt complex related or you've communicated aggresively already) or procrastination, putting off what they expect to be an uncomfortable experience.

The other option is you're being played and they're biding their time for more leverage, but you did say these were friends, at least when it started out, so I suspect that's unlikely.

Either way, you need to close down the avenues of "escape", whatever that may be (too busy to attend meeting, something came up, I forgot). There being three of you, you only need to get one other to a properly notified meeting to start passing resolutions. Set the next meeting at one of the other member's house

The other tactic is a honey trap. A call going "Hi, I think I have the solution to the problems we're having - tell you all about it at the meeting " sort of thing. A prospect of something positive that they'll want to turn up for.

Most important, don't be bitter, aggressive or desperate.

Make peace with the fact that you might have to walk away. It might not be what you want, but knowing what you'd do in that circumstance will drastically improve your posture at negotiations.

[Gillian]

I'd guess either fear (of you - possibly guilt complex related)

I think its a fear knowing since this started the first thing I did was studying the Close Corporations Act (Pretending that I know everything) and they should have acted accordingly.

Thanks for the advice, I'm definately going to organise the next meeting at the house of the shareholder who started it all. Hopefully this works.

Another thing, I'm not able to get into contact with the other shareholder at all. His phone is of and basically he is nowhere to be found.
Obviously the other has to still meet with me regardless seeing that there is no response whatsoever?

According to the Close Corporations Act, I understood that if the other shareholder does not attend the meeting he then forfeit his vote?

Its a tough lesson to learn but now I know the secret of life is to appreciate the pleasure of being terribly, terribly deceived.

Thanks for all the help

[Martinco]

What about going the route via the auditor/accounting officer to set up a meeting between the parties. ( To discuss the financial statements )
Dave, you might know better but is there not some or other clause in the CC Act that stipulates such meetings and what the procedure is if a member/s is/are unwilling to attend a meeting ?

[Dave A]

Another thing, I'm not able to get into contact with the other shareholder at all. His phone is of and basically he is nowhere to be found.
Obviously the other has to still meet with me regardless seeing that there is no response whatsoever?

Just make sure notice of the meeting is delivered to the address of your missing member as per the cc documentation - and have proof of delivery just in case of a challenge later.

If you expect a serious challenge to any decisions taken in abstentia of one of the members, it's probably a good idea to have members interests or something similar on the agenda given in the notice too, although to avoid ducking and diving I wouldn't have it as the only item. Bit of a judgement call given the situation.

[Dave A]

1. You only have to buy out one member to get control of the situation.

2. This is Africa - where it's easier to ask for forgiveness than to ask for permission.

[IanF]

Gillian
Have a look at this Getting to yes. This has worked for me.
The 4 steps:
Separate the people from the problem
Focus on interests, not positions
Invent options for mutual gain
Insist on using objective criteria

But read the article, the steps are hard especially if you have nice people to deal with. Take the emotion out, look for your walk away position. Don't lose your temper. Easier said than done but it works.