Question
Bernard Koch was president of United Corporation, a closely held corporation. Koch, James Trent, and Henry Phillipsmade up the three-person board of directors. At a
Bernard Koch was president of United Corporation, a closely held corporation. Koch, James Trent, and Henry Phillipsmade up the three-person board of directors. At a meeting of the board, Trent was elected president, replacing Koch. At the same meeting, Trent attempted to have the salary of the president increased. He was unable to obtain board approval of the increase because although Phillips voted for the increase, Koch voted against it. Trent was disqualified from voting by the articles of incorporation. As a result, the directors, bya two-to-one vote, amended the bylaws to provide for the appointment of an executive committee composed of three reputable businesspersons to pass upon and fix all matters of salary for employees of the corporation. Subsequently, the executive committee, consisting of Jane Jones, James Black,and William Johnson, increased the salary of the president. Will Koch succeed in an appropriate action against thecorporation, Trent, and Phillips to enjoin them from paying compensation to the president above that fixed by the boardof directors? Explain.
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