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sale of substantially all the assets would have required the
approval of no more than a majority of the shares entitled to
vote. See Ind. Code Ann. sec. 23-1-40-3(e), 23-1-41-2(e) (Michie
1999); see also Ind. Code Ann. sec. 28-1-7-5 (Michie Supp.
1998).5
2. Board of Directors
On the valuation date, the board of directors comprised
eight individuals, the majority of whom were also employed by
Peoples. The bylaws of Peoples then in effect provided that two-
thirds of the board would constitute a quorum and prohibited the
transaction of any business without a quorum. The bylaws also
required all directors to own at least 10 shares of stock in
Peoples; thus, all the directors were shareholders. In addition
to decedent and Mark, the board included the following
individuals:
Name Position
Alan Bender Executive V.P., Senior Loan Officer
Alan Bennett Decedent's friend
Victor Bowden Decedent's godson
Florence Davis V.P., Trust Officer
John Farrell V.P., Loan and Security Officer
Richard Johnson Outside director
Most of the board members had been selected by the decedent
because of their longstanding, personal relationships with him,
rather than on account of any relevant expertise. Victor Bowden,
5 The provision for a vote of two-thirds of the outstanding
shares to approve a sale of assets by an Indiana financial
institution applies only to such institutions organized
after Dec. 31, 1992. See Ind. Code Ann. 28-1-8-4 (Michie
1996).
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