Rodgers v. Bell

—Order and judgment unanimously affirmed with costs to plaintiff. Memorandum: Despite the fact that there were two shareholders in Gateway Structural Products, Inc., a close corporation, there never was more than one director, in violation of Business Corporation Law § 702. The court did not abuse its discretion in this shareholder’s derivative action in voiding disproportionate salary increases to the majority shareholder/sole director/president and secretary, a personal loan by the corporation to him, and a corporate loan to a separate corporation. There was proof that the corporation was…