The validity of a board meeting hinges on three things - a quorum, notice and call.  Many lawyers focus on the first two and may overlook the third.   For California and Nevada corporations, the question of who may call a meeting of the board is answered in statute, unless otherwise provided in the articles of incorporation or bylaws.  Cal. Corp. Code §307(a)(1) & NRS 78.310(2).  While rare, disputes sometimes arise concerning whether a meeting has been validly called.

 In This Case, The Third Time's A Charm*

In Soon v. Henderson, 2024 WL 3841774 (Nev. Aug. 14, 2024), the erstwhile chairman disputed whether board meetings had been properly called.  The corporation's bylaws state that only the chairman can call special meetings, but if the chairman "refuses or neglects to call such special meeting, a special meeting may be called by a written request signed by the Lead Independent director or at least a majority of the directors in office."  In affirming the trial court, the Nevada Supreme Court found that while the first two meetings were improperly called, there was a proper call of the third meeting:

In that case, they requested in writing that the board hold a special board meeting, and Toh [the then chairman] never called the third meeting and refused to attend it.  Because Toh refused to call or attend that meeting, and Henderson and the board formally requested the meeting in an email, they properly called the third meeting. 

The Court further found that the meeting was properly noticed and a quorum was present, thus meeting all of the requirements for a valid meeting.

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*This saying likely predates William Shakespeare.  However, I did note a version of the phrase in The Merry Wives of Windsor, which I recently had the pleasure of watching at the Lake Tahoe Shakespeare Festival:  "This is the third time; I hope good luck lies in odd numbers".  

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