No. 54933 | La. | Jul 1, 1974
Lead Opinion
In re: John Marzullo and Colonial Bank applying for certiorari, or writ of review, to the Court of Appeal, Fourth Circuit, Parish of Orleans. 296 So. 2d 437" date_filed="1974-07-01" court="La. Ct. App." case_name="Coleman v. Marzullo">296 So.2d 437.
Writ denied. Upon the Court of Appeal’s finding that the shareholders did not in fact vote to limit the number of directors to be elected at the shareholders’ meeting, the result is correct.
Concurrence Opinion
is of the opinion the writ should be granted. The chairman posed a dual question to the stockholders which I paraphrase. If you favor 11 directors, vote for eleven and if the majority so vote an eleven (11) man board will be seated composed of the 11 directors receiving a majority of votes. If you favor a IS man board vote for IS directors. If a majority voting vote for 15 directors, the board will consist of 15 and the IS receiving a majority will be seated. 197,000 votes were cast for an 11 man board. Only 26,000 votes were cast for the 15 man board. 11 directors were fixed as the board limit and 11 directors received a majority of votes cast. The IS man board proposition failed. The four (4) voted for by the losing voters on the first proposition, failed to carry a majority of votes cast under the second proposition of electing 11 board members. The purpose of the law is defeated by the result reached here. I agree with the majority that the meeting did not have to elect all directors which were permitted. The meeting could limit the number of board members under the called election to any number 20 or less. They did here. They limited the board to 111