Delaware Corporations : a Digest of the Decisions And the Law

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Directors of corporation were not estopped to deny validity of alleged directors' meeting, or to repudiate it, where such meeting 43 was not legally held, and the minutes thereof, concocted by two of the three directors, were signed by the directors with knowledge of their falsity. — Lippman v. Kehoe Stenograph Co., 98 A. 943.
f 6-21. Where incorporators elected six directors by ballot, three of whom were ineligible because not stockholders, a directors' meet- ing of two of the three eligible d
...irectors, pursuant to notice to all, was valid, despite presence of ineligible members. — Lippman v.
Kehoe Stenograph Co., 98 A. 943.
6-22. (Del. Ch.) Provision of General Corporation Act, s. 32, that directors may hold meetings outside state if by-laws so pro- vide, does not apply, where, in certificate of incorporation, right to hold meetings outside state is taken as authorized by sections 3 and 5, paragraph 8. — Lippman v. Kehoe Stenograph Co., 98 A. 943.
6-23. Court of equity should not invalidate proceedings of directors at a meeting outside the state when every stockholder and director had notice of the place, and either attended or failed to object that place was outside state.


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