25
Bengals' board of directors would have at least seven members;
and (c) Knowlton would chair the board of directors as long as he
owns more than 25 percent of the Bengals' stock.
The all shareholders and the controlling shareholder
agreements specified: (a) The disposition of all of the
corporation's income (pursuant to the S corporation election);
(b) that no more shares of stock would be issued unless approved
by two-thirds of the shareholders; (c) the compensation of some
directors and the compensation limit of Brown and his sons; (d)
that the corporation's code of regulations could not be amended
unless approved by two-thirds of the shareholders; (e) the
responsibilities of the corporation's general manager and
chairman of the board; (f) that the ability of the shareholders
to transfer shares (pursuant to the S corporation election) was
restricted; (g) that the Bengals could have only one class of
stock; and (h) that the corporation would make a tax election to
become an S corporation.
7. Other Facts Related to the 1983 Agreements
Sawyer executed an irrevocable proxy on May 16, 1983. In
it, he authorized Paul and Mike Brown to vote his Bengals shares
to extend the 1980 voting trust for a second 10-year term and to
appoint Peter Brown as successor trustee under the voting trust.
The Bengals filed an S corporation election on May 14, 1983.
On June 14, 1983, Paul, Mike and Peter Brown and Sawyer
executed a supplemental voting trust agreement. It named Peter
Page: Previous 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 NextLast modified: May 25, 2011