“[a]s to special meetings of the bdard of directors of a corporation, the general rule in Pennsylvania is that such ■ a meeting held without notice to some or any of the directors and in their absence is illegal, and action taken at such a meeting, although by a majority of the directors, is invalid absent ratification or estoppel”
How later courts described this case
- “[a]s to special meetings of the bdard of directors of a corporation, the general rule in Pennsylvania is that such ■ a meeting held without notice to some or any of the directors and in their absence is illegal, and action taken at such a meeting, although by a majority of the directors, is invalid absent ratification or estoppel”
- noting that ratification can remedy acts taken at an illegal board meeting
Written by the judges who cited it.
The opinion
POMEROY, Justice
(concurring).
The sparsely developed record before us fails to establish that decedent Stone had the requisite notice of the special board meeting of the board of directors here challenged, or that he received knowledge of the rescission of the pension arrangement for his wife which was approved at that meeting. Hence I am constrained to concur in the Court’s conclusion that the meeting was not lawfully convened and that there is no evidence of a subsequent ratification by Stone of the action taken at the meeting. I further agree that Stone’s letter requesting the rescission was not a consent to board action within the meaning of Section 1402(7) of the Business Corporation Law, 15 P.S. 1402(7) (Supp.1975). * Unlike the majority, however, I do not believe that the statute’s application turns on the fact that the letter was signed prior to the special meeting. The purpose of Section 1402(7), as its language makes clear, is to permit a board of directors to act without the necessity of any meeting when all directors consent in writing to such action. Here, there has been no written consent signed by all the directors. It is this factor, not the timing of the execution of the writing, which takes the letter outside the scope of the statute. Accordingly, I concur in the result.
This section provides:
“(7) Any action which may be taken at a meeting of the directors or the members of the executive or other committee may be taken without a meeting. If a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the committee, as the case may be, and shall be filed with the secretary of the corporation.” 15 P.S. 1402(7) (Emphasis added).