Blount v. Taft

SHARP, Chief Justice.

This appeal presents a two-part question: Was Section 7 of Eastern’s bylaws, adopted 20 August 1971, a valid shareholders’ agreement; and, if so, was it subject to amendment under Section 4, which authorized amendment, repeal, or re-write of the bylaws by the affirmative vote of a majority of the stockholders?

The trial judge found as a fact that on 20 August 1971 all the shareholders of Eastern, by unanimous vote, adopted a set of bylaws. Among these was Section 7, which authorized the board of directors, by a majority vote, to designate an executive committee composed of…