Beverly Vernars, Individually and Beverly Vernars, on Behalf of Herself and All Other Stockholders of Young Galvanizing, Inc. v. John K. Young

OPINION OF THE COURT

SEITZ, Chief Judge.

This is an appeal from an order of the district court dismissing plaintiff’s complaint for failure to state claims upon which relief can be granted. Plaintiff is a 27% shareholder, an officer and one of three directors of Young Galvanizing, Inc. (corporation). The second board member is the defendant Young, a 50% shareholder and principal officer of the corporation. The third director is not a party to the action. Plaintiff’s complaint is in five counts. Since plaintiff does not appeal the dismissal of Count II, we proceed to address plaintiff’s…