Article Archives >> Lead Stories >> August 1-15, 2009
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New Directors Can’t Sign Consent
To Effectuate Their Own Election
Without action by quorum of incumbent board,
there is no proof of their valid election
A suit brought on behalf of a nonprofit corporation by five individuals who purported to be members of the board has been dismissed when only two of them could prove they were actually directors and the two did not constitute a quorum with authority to act. The five had signed a consent to corporate action in lieu of a meeting that purported to elect the three new members, but an appellate court in Georgia said that the three could not ratify their own election when they did not have the power to act. (The Victory Drive Deliverance Temple v. Jackson, Ct. of App., GA, First Div., No. A09A076, 6/25/09.)
Article Archives >> Lead Stories >> August 1-15, 2009
