Business Law: Shareholders Meeting

37.1 Shareholders' Meeting Ocilla Industries, Inc. (Ocilla), owned 40 percent of the stock of Direct Action Marketing, Inc. (Direct Action). Direct Action was a New York corporation that specialized in the marketing of products through billing inserts. Ocilla helped place Howard Katz and Joseph Esposito on Direct Action's five-member board of directors. A dispute between Ocilla and the two directors caused Ocilla to claim that Katz and Esposito wanted excess remuneration in exchange for leaving the board at the end of their terms. As a result, no shareholders' meeting was held for one and one-half years. Under the Model Business Corporations Act, can Ocilla compel Direct Action to hold the meeting earlier? 37.3 Proxy George Gibbons, William Smith, and Gerald Zollar were all shareholders in GRG Operating, Inc. (GRG). Zollar contributed $1,000 of his own funds so that the corpora- tion could begin to do business. In exchange for this contribu- tion, Gibbons and Smith both granted Zollar the right to vote their shares of GRG stock. They gave Zollar a signed form, which stated, “Gibbons and Smith, for a period of 10 years from the date hereof, appoint Zollar as their proxy. This proxy is solely intended to be an irrevocable proxy.” A year after the agreement was signed, Gibbons and Smith wanted to revoke their proxies. Can they?