Brief Fact Summary. The Kellys (D) elected Hemphill when Mrs. Meacham (P) refused to attend a director’s meeting resulting in Meacham’s (P) faction objecting.
Synopsis of Rule of Law. When a shareholder-director deliberately refuses to attend a director’s meeting to cause a lack of quorum, the board decision held at such a meeting will not be set aside for equity.
It is well established that a majority means a majority of the whole number of directors and a quorum remains the same even though there may be vacancies.View Full Point of Law
Issue. When a shareholder-director deliberately refuses to attend a director’s meeting to cause a lack of quorum, will the board decision held at such a meeting will be set aside for equity?
Held. (Per curiam) No. Mrs. Meacham (P) had notice of the board meeting, and her absence was deliberate. Even though the Meacham (P) faction desired to protect their ownership interest, it was already voluntarily lost when Kelly Jr. (D) became a director. A new election wouldn’t help the Meacham (P) faction either, it would require Mrs. Meacham (P) to attend in good faith and probably be outvoted. Courts of equity cannot permit directors to refuse to attend meetings so they can their force demands upon other stockholders. Failure to attend these director’s meetings with adequate notice results in a forfeiture of exercisable powers. Affirmed.
Discussion. A majority is needed in a director’s meeting to meet the requisite quorum according to common-law rule.