Advice on commercial business law

We are 2 directors of a company running a cafe/bistro + cottage. In Feb 2012 we gave power of attorney to a 3rd director to run the business.We became "sleeping" partners. We both have properties providing additional security for a large bank loan. It was planned that the 3rd director would provide alternative security for the loan so that we could be released and resign from the company. The bank have recently commissioned a valuation of the business which is lower than expected and
the 3rd director is now unable to release us.
We want to know our position re. partnership dissolution/ receivership.

We would like an "hourlie" if possible.