We are an LLC, and voted with 58% of the vote to remove a manager from the account. He was able to call in and freeze the account when he was no longer on the new account. The bank said that we would have to come to some agreement before the monies could come unfrozen, but according to the bank's policy, any manager can make an addition or deletion to the account. Now the bank says that we could not do that and would have to unfreeze the account when the resolution has been solved. This should be the job of a mediator and not the bank. Please help.
The bank should refer to the LLC's management agreement, a copy of which it should have taken when the account was opened, for guidance on who has authorization to remove or add names to the LLC's account. If the management agreement is unclear on that score, or if the bank has difficulty interpreting the language of the agreement, it would be correct for the bank to require clarification before acting on instructions.
It appears that the bank first removed the manager from the account and then accepted instructions from that manager to freeze the account. That does not make sense, and if that's what happened, the bank erred in accepting the order to freeze unless it came in the form of a court order obtained by the manager.
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The bank should refer to the LLC's management agreement, a copy of which it should have taken when the account was opened, for guidance on who has authorization to remove or add names to the LLC's account. If the management agreement is unclear on that score, or if the bank has difficulty interpreting the language of the agreement, it would be correct for the bank to require clarification before acting on instructions.