Dean v. Protho Express, Inc. (In Re Protho Express, Inc.)

MEMORANDUM

KEITH M. LUNDIN, Bankruptcy Judge.

The question presented is whether the directors of the debtor corporation had authority to file a bankruptcy petition, notwithstanding removal of those directors by the pledgee of the corporation’s stock at a secret meeting of shareholders. Because the pledgee failed to prove compliance with applicable state corporation law, the board of directors had authority to file the petition. The following constitute findings of fact and conclusions of law. Bankr.R. 7052.

I

In 1990, Kimberly Dean sold all of the stock of Protho Express, Inc. to Julian Wills and…