Case v. Sink & Rise, Inc., 297 P.3d 762

Sink & Rise, a Wyoming corporation, held a May 24, 2011 shareholder meeting with 84 voting shares outstanding.
Cale Case owned 20 shares; he and Shirley Case (husband and wife with rights of survivorship) owned 16 shares; Nightingale held 16 shares; two trusts held 32 shares; only Nightingale appeared by proxy, and Cale Case appeared in person.
Cale Case and Nightingale counted Cale Case’s 20 shares, Nightingale’s 16 shares, and the joint 16 shares as a basis for a quorum.
Shirley Case challenged the validity of the resolutions passed at both the shareholder meeting and the subsequent board of directors meeting, seeking to set aside actions on Count II (declaratory judgment) and Counts I/III (derivative and injunctive relief) were dismissed via summary judgment.
The district court ruled that the 16 shares held jointly by Cale Case and Shirley Case were entitled to vote for quorum purposes and that the resolutions were passed with authority; Shirley appealed the rulings on Counts I and II.
The issue whether the joint stock could be counted for quorum depended on whether the shares were entitled to vote and whether representation by one owner sufficed for quorum.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the resolutions were void or ultra vires for directors' conflicts of interest under § 17-16-860.	Shirley contends conflicts invalidated the actions.	Appellees argue Count I was the only relevant claim and party responses were defaulted; summary judgment resolved the issue.	Affirmed; district court properly dismissed conflicting-interest issue as to Counts I and II.
Whether jointly held stock could be counted for quorum when one owner did not attend or authorize a proxy.	Shirley argues only shares entitled to vote can count toward quorum; joint stock should be excluded due to absence.	Quorum includes shares entitled to vote represented in person or by proxy; joint tenancy stock qualifies as entitled to vote.	Affirmed; joint stock was entitled to vote and represented, so could be counted for quorum.

Witzel v. Witzel, 886 P.2d 103 (Wyo.1963) (creation of tenancy by the entirety presumption)
Talbot v. United States by & Through Secretary of the Treasury, 850 F.Supp. 969 (D.Wyo.1994) (tenancy by the entirety concepts referenced in ownership interests)
Mueller v. Zimmer, 2005 WY 156 (Wy. 2005) (contracts interpretation; bylaws are contractual in nature)
Doctors' Co. v. Insurance Corp. of America, 864 P.2d 1018 (Wyo.1993) (contract interpretation; plain meaning governs when unambiguous)
Skane v. Star Valley Ranch Ass'n, 826 P.2d 266 (Wyo.1992) (contractual interpretation of bylaws; fiduciary context)
Prudential Preferred Properties, 859 P.2d 1271 (Wyo.1996) (contract interpretation and bylaw enforcement standards)