Billy is in violation of more corporate bylaws than just the one you pointed out.
What I don't understand is that the shareholders have a chance to get control of UOIP simply by sending out a Notice of a Special Shareholders Meeting for sometime in January.
Designate a place and time and set forth in the Notice that the meeting is being called to elect a BOD.
Send notice to Billy and use the MB to do so for shareholders.
Word of mouth will get you almost all of them.
Everyone can vote by proxy.
So Billy has a majority?
Do we know that for sure?
Maybe he shows up and you have him within your grasp.
Maybe he doesn't and you proceed as if you have a quorum and you then elect your Board.
Legal?
As legal as what Billy has done.
But by electing a BOD, you now have a place to park the settlement money and distribute it..... because you DID SAY at one time that the settlement funds SHOULD go to UOIP, right?
I just don't know why this isn't taking place.
It doesn't conflict with what the SH lawyers are doing.
In fact, this might help them.