Remelin v. Bumiller

Citations

• 16 Ohio N.P. (n.s.) 22

Syllabus

<p>Corporations — Director Trapped Into Attendance at Board Meeting— Action of Majority of Quorum Must be Disinterested — Injunction Against Putting Into Effect Measures Adopted by an Interested Minority.</p> <p>1. A director of a private corporation can not be trapped into a meeting of the board of directors by fraud’ or misrepresentation; and though a meeting of such board is held at a time fixed by the bylaws, yet if his presence is necessary to make a majority and if his presence was obtained in the .manner indicated, the meeting is illegal, and resolutions passed at such meeting are void and of no effect.</p> <p>2. It is necessary to the validity of an act of the board of directors of a private corporation that a majority of the quorum of the board shall be disinterested in respect to such act. If a director is personally interested in such act he is disqualified from participating in it, and can not be counted in estimating a quorum.</p>