Scott County Tobacco Warehouses, Inc. v. Harris

The controversy here arises from action taken at a special meeting of the stockholders of Scott County Tobacco Warehouses, Incorporated (the corporation), on May 19, 1972. On this appeal we must determine whether the action of a majority of the stockholders in removing the 16 incumbent directors of the corporation and electing a board of 3 directors in their stead is valid.

The corporation was incorporated, sub nomine, on March 28, 1949. The articles of incorporation named 15 directors to manage the affairs of the corporation for the first year, unless sooner changed by the stockholders. The…