Somers v. AAA Temporary Services, Inc.

Facts

Defendant corporation, AAA Temporary Services, Inc., issued 50 shares of common stock to the plaintiff. The corporation’s articles of incorporation provided that the number of directors to be elected at the first meeting of the shareholders is three. No annual meeting was held on the second Monday in 1968 nor at any time during 1968. The second Monday in 1969 was on January 13, 1969. On date day, defendant Lillian Raimer contends that she and Michaelene Kay, the sole shareholders of the corporation, signed a waiver of notice of the annual shareholders meeting. The meeting was then allegedly conducted  for the purpose of amending the bylaws of the corporation to reduce the number of directors from three to two. Plaintiff denies that the annual shareholders’ and directors’ meetings for 1969 were actually convened or held on January 13, 1969. He further contends that the actions allegedly taken at the meetings by the two shareholders were not discussed until the last several days of January, 1969. Plaintiff thus brought an action to declare invalid the action by the shareholders reducing the number of directors from three to two.