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Court of Chancery Found Written Consent To Be Valid to Appoint Directors

Posted In Directors
Raphael F. Nevins v. George Bryan, et al., C.A. No. 19975-NC, 885 A.2d 233(Del. Ch. May 17, 2005) This was an action under 8 Del. C. § 225 to determine the proper directors and members of the Center for the Advancement of Distance Education in Rural America ("CADERA" or the "Corporation"). The court found that the appointment of the Director Defendants was proper and adequate. Pro se Plaintiffs contended that the Director Defendants were not valid directors of CADERA. Plaintiff argued that the written consent dated July 16, 2000 (the "July 16, 2000 Written Consent") was ineffective and did not appoint the Director Defendants as CADERA directors. He further argued that the actions that CADERA's board of directors took at meetings between August 1, 2001 and October 3, 2001 were ineffective to cure this defect. He contended that the October 24, 2001 vote to remove him as a Board member and Executive Director of CADERA was invalid because the Director Defendants and another defendant were not valid members of the Corporation and because he was not permitted to vote. The Court found that the Director Defendants were valid directors and that they and Tinker are valid members of CADERA. Furthermore, the Court rejected Plaintiff's challenge to the actions taken to remove him from his positions at CADERA. To be sent a PDF copy of this opionion, please click here. Authored by: Liza Haley Sherman 302.888.6940 lsherman@morrisjames.com Share

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