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1
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COMPLAINT UNDER 8 DEL. C. SEC 211
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EXTRACTED KEY WORDS
DIRECTORS LOUNORA ANNUAL MEETING STOCKHOLDERS DELAWARE ELECTING DIRECTORS SPECIAL MEETING PLAINTIFF SCOTT PURPOSE SHAREHOLDERS COURT BERRY LOUNORA INDUSTRIES EXHIBIT TRANSACTION BY-LAWS LIEU PRINCIPAL OFFICE DEL REAU OUTSTANDING STOCK CERTIFICATION CHARTER HERETO PURSUANT QUORUM SHARES |
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
T. SCOTT BERRY, >1
Plaintiff,
V. C.A. No. ]mmdc
>
LOUNORA INDUSTRIES, INC., 1
Defendant. t
COMPLAINT UNDER 8 DEL. C. 0 211
1. Plaintiff T. Scott Berry ("Plaintiff' or "Scott") is a 50% stockholder and a
director of defendant Lounora Industries, Inc. ("Lounora"), a Delaware corporation.
2. Defendant Lounora is a Delaware corporation having only two
stockholders, Scott and his brother Reau Berry ("Reau"), each of whom owns 50% of its
outstanding stock. In 1997, Lounora's certification of incorporation ("charter") was
proclaimed void by the Governor of Delaware for failure to pay annual franchise taxes.
On March 17, 2000, a certificate of renewal of Lounora's charter was filed with the
Delaware Secretary of State. Lounora's registered agent for service of process in
Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801.
3. Article II, Section 1 of Lounora's by-laws, a copy of which is attached
hereto as Exhibit A, requires that an annual meeting be held "during the month of June
for the purpose of electing directors and for the transaction of other business authorized
to be transacted by the shareholders."
4. The current directors of Lounora are Scott, Reau, Scott's wife Ruth Berry,
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