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February 5, 1986, Mr. Read elected pursuant to the divorce
judgment (1) that the sale and conveyance by Ms. Read of all of
her MMP stock be made to MMP, instead of to Mr. Read, (2) that
MMP, instead of Mr. Read, pay $200,000 to Ms. Read simultaneously
with her sale and conveyance of such stock to MMP, and (3) that
MMP, instead of Mr. Read, issue a promissory note to Ms. Read in
the principal amount of $638,724 and bearing 9-percent interest.
On February 5, 1986, the board of directors of MMP, composed
of Mr. Read, Ms. Read, and J.S. Huggart, Jr., executed a document
entitled "ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
MULBERRY MOTOR PARTS, INC." with respect to the foregoing elec-
tion that Mr. Read made pursuant to the divorce judgment (MMP
board action by written consent).4 The MMP board action by
written consent stated in pertinent part:
We, the undersigned, constituting all of the
4Under Florida law, any action which is required to be, or
may be, taken at a meeting of the directors of a corporation may
be taken without a meeting of such directors provided that a
consent in writing setting forth the action to be taken is signed
by all of the directors and is filed in the minutes of the
proceedings of the board of directors. Any such action by
unanimous written consent of each director has the same effect as
a unanimous vote of the board of directors. See Fla. Stat. Ann.
sec. 607.134 (West 1977) (current version at Fla. Stat. Ann. sec.
607.0821 (West 1993)). By executing the document entitled
“ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MULBERRY
MOTOR PARTS, INC.”, the three directors of MMP obviated the
requirement under Florida law to hold a meeting at which such
directors could adopt, by a majority vote, a resolution authoriz-
ing MMP, inter alia, to repurchase all of Ms. Read’s MMP stock.
See Fla. Stat. Ann. sec. 607.121 (West 1977) (current version at
Fla. Stat. Ann. sec. 607.0824 (West 1993 & Supp. 1999)).
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