McMaster v. Michigan Nat. Corp.

595 N.W.2d 823, 459 Mich. 989

Opinion

595 N.W.2d 823 (1999)

William D. McMASTER, Plaintiff-Appellee,
v.
MICHIGAN NATIONAL CORPORATION, Daniel T. Carroll, John S. Carton, Douglas E. Ebert, Sidney E. Forbes, Sue L. Gin, Morton E. Harris, Gerald B. Mitchell, Robert J. Mylod, William F. Pickard, Stanton Kinnie Smith, Jr., Walter H. Teninga, Stephen A. Van Andel, Richard T. Walsh, James A. Williams and Lawrence L. Gladchun, Defendants-Appellants.

Docket No. 112675, COA No. 193107.

Supreme Court of Michigan.

May 18, 1999.

On order of the Court, the motion to file a brief amicus curiae and the application for leave to appeal from the April 24, 1998 decision of the Court of Appeals are considered. The motion to file a brief amicus curiae is GRANTED. Pursuant to MCR 7.302(F)(1), in lieu of granting leave to appeal, we REVERSE the judgment of the Court of Appeals and REINSTATE the judgment of the Oakland Circuit Court dated January 17, 1996, granting summary disposition to the defendants. The Court of Appeals erred by holding that the defendant violated M.C.L. § 450.402; MSA 21.200(1402). The Board's conduct, within 15 months after the corporation's last annual meeting, of designating a future annual meeting date (November 30, 1995), was in compliance with the statute. The subsequent action of adopting a resolution designating the board of directors was validly taken without a meeting pursuant to M.C.L. § 450.1407; MSA 21.200(407) because the action was taken pursuant to the written consent of the sole shareholder at the time.