1. Sleepy, an out-of-state director of WHY Corporation, has not attended a directors' meeting for five years. The corporation suffers serious losses, and the shareholders seek to hold Sleepy liable. What result? Explain.

2. (three points) D, director of ABC Corporation, using Ds best judgment, convinces the corporation to enter into a contract with XYZ Corporation. ABC Corporation loses a large amount of money on the contract. The shareholders bring suit against ABC for the loss. What result? (Your answer should note the legal rule applied.)

3. (four points) The directors of STU Corporation unanimously vote to convey, by deed, corporate land to Jim. Each director of STU Corporation votes separately on the matter without holding a board meeting. Is the vote binding on STU Corporation? Fully explain.