Sutter v. Sutter Ranching Corp.

BOUDREAU, Justice:

{1 The dispositive question in this appeal is one of first impression: Does a super-majority provision in the certificate of incorporation as authorized by 18 0©.8.1991, § 1006(B)(4) preclude the right of a minority shareholder in a farming and ranching corporation to maintain an action for dissolution of the corporation under 18 0.S$.1991, $ 953(D)? We answer in the negative. We conclude that the super-majority provision in the Amended and Restated Certificate of Incorporation of Sutter Ranch Corporation which increased the shareholder voting requirements to 75% of the…