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Homer and Marge form a California corporation to start a business Vircon to provide computer consulting services, web design and software development. Over the next

Homer and Marge form a California corporation to start a business Vircon to provide computer consulting services, web design and software development. Over the next several years Vircon grew to 50 shareholder and has five persons on its board of directors, Homer, Marge, and three outside directors, Harry, Susan and Marvin. Homer and Marge collectively still own a majority interest in the company. At one of Vircon's board of director's regular meetings Homer & Marge attended, Harry was patched in on a conference phone call, and Marvin gave his proxy vote to Homer. Homer, Harry and Marvin (via his proxy) voted in favor of the motion to borrow $100,000 from Bank of America. Marge voted against the motion. Susan who did not receive notice nor attend the meeting wants to challenge the validity of the action passed at the meeting due to lack of proper notice, use of proxy voting and voting via a conference call. Vircon's Bylaws provide that a majority of the authorized directors constitutes a quorum and any action passed at a board meeting must be approved by a majority of those directors present.

Discuss whether any of Susan's challenges to the validity of the action (to borrow $100,000 from Bank of America) passed at the Board's regular meeting will or will not be successful?

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