Question

Please read the case below and answer in the following format: 1) Relevant Law 2) Conclusion - the outcome, and why.

The book for this course is Business Law with UCC application - 14th edition

The case is the following one:

The bylaws of Jameson Enterprises, Inc., required a 70 percent supermajority to establish a quo rum sufficient to hold a meeting to remove a director from the board. The bylaws also des i g nated a meeting with such a purpose as a special meeting. The board consisted of ten direc tors. Six showed up at the meeting. Of the four who failed to attend, three were in Europe. The fourth, Weinberger, was not notified of the meeting because he was the one to be removed. The six directors attending the meeting first voted to change the bylaws to require only 60 percent of the directors to establish a quorum sufficient to hold a special meeting. The six directors then unanimously voted to remove Weinberger. When Weinberger found out about the mee t ing, he objected to the vote and claimed that the entire procedure was void. Was Weinberger correct? Explain

Answer 1

Answer:

Background:

The bylaws of Jameson Enterprises, Inc., required a 70 percent supermajority to establish a quorum sufficient to hold a meeting to remove a director from the board. The bylaws also designated a meeting with such a purpose as a special meeting. The board consisted of ten directors. Six showed up at the meeting. Three out of four are at Europe visit. The fourth, Weinberger, was not notified, because he was the one to be removed.

Case:

The six directors attended meeting and voted to remove Weinberger director. When Weinberger found out about the meeting, he objected to the vote and claimed that the entire procedure was void.

Appropriateness of the decision of director removal:

No, Weinberger was not correct, because the board can fire the director of the corporation at any time with or without the cause, with majority of voting for the decision by the board members. The directors need not be present in the board meeting, but they should be voting for the decision. Thus in this case, the directors were having the majority for the decision of removing the director Weinberger from the director position for the Jameson Enterprise Inc. Thus in the Board meeting with majority of voting, the director was removed from the board, which is the right process as per the rules and regulations of the corporation.