Henry George & Sons, Inc. v. Cooper-George, Inc.

Dimmick, J. —

This appeal raises the question of whether the failure of shareholders of a Washington corporation to elect new directors at two successive annual meetings is, by itself, sufficient grounds for dissolution of a corporation under RCW 23A.28.170(l)(c). The trial court held that it was and appointed a receiver to take charge of the dissolution.

We conclude that this provision is not mandatory, but gives the court jurisdiction to exercise its discretion in the best interests of all the shareholders. Therefore, we reverse.

Cooper-George, Inc., was created in 1950 by J. L. Cooper, Henry…