Case v. Sink & Rise, Inc.

In a shareholder meeting of a corporation (Corporation), Appellee was the only shareholder present at the meeting. Appellee concluded that a quorum existed and thus voted upon and passed several resolutions, including replacing his estranged wife, Appellant, as the corporation's secretary. Appellant filed a complaint to set aside the corporate action that occurred at the shareholder meeting. The trial court held (1) jointly held stock held by Appellee and Appellant could be counted for purposes of a quorum of shareholders in the absence of either personal attendance or a proxy from both owners, and (2) the resolutions were passed with requisite authority. The Supreme Court affirmed, holding (1) the district court was correct in holding that the shares of stock co-owned by Appellee and Appellant as husband and wife were "entitled to vote" pursuant to the bylaws of Corporation, the court was correct in its characterization of Appellee and Appellant holding the stock as tenants by the entirety, and because of the stock's representation in person at the shareholder meeting, the stock could be counted for quorum purposes; and (2) consequently, the resolutions of the shareholder meeting were passed with requisite authority. View "Case v. Sink & Rise, Inc." on Justia Law