- 10 - 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).Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011