F  E  A  T  U  R  E  D     D  E  C  I  S  I  O  N  :

Gardner v. Applied Geographics, Inc., 2004 Mass. Superior LEXIS 240
(July 2, 2004) (Van Gestel, J.).

Approximately 11 hours after the new Massachusetts Business Corporation Act (M.G.L. ch. 156D) went into effect, Justice Alan Van Gestel held what surely was the first motion hearing under the new Act. Justice Van Gestel issued a written opinion the next day.

A majority shareholder sought an order obligating the Company to hold an annual shareholder meeting. The Company had held three special meetings in lieu of an annual meeting, but the minority shareholders had collectively

refused to attend in order to block a quorum and prevent the plaintiff from imposing her will on the Company. (The Company bylaws required a 2/3 majority to constitute a quorum.)

The Court interpreted Section 7.03 of Chapter 156D and concluded that special meetings without a quorum did not satisfy the Company’s obligation. The Court ordered that the annual meeting be held on July 16, 2004, and further reduced the quorum at this meeting to 51% of the shares issued, outstanding, and entitled to vote.