Meyers v. El Tejon Oil & Refining Co.

On March 15, 1940, a dividend was declared upon defendant’s common stock at a special meeting of defendant’s board of directors attended by only four of its seven directors. No notice of the meeting was given to the directors as required by section 307a of the Civil Code, nor did the absent directors sign a waiver of notice or a consent to the meeting or an approval of its minutes as required by section 307b of the Civil Code. Plaintiff who was then vice-president of the corporation as well as one of its directors was present at the meeting. The dividend was paid in cash to all holders of…