the answer to your query is set forth clearly in the contents of the legal filing
12. Section 2.1 of Unified’s bylaws, amended April 23, 2014, states “[t]he Board of
Directors shall consist of three (3) members.”
14. Section 2.6 of Unified’s bylaws requires a majority of the directors, so at least two of
the 3-person board, for Unified to transact any business.
16. Section 1.1 of Unified’s bylaws requires annual meetings for, inter alia, election of
directors. Since the time Carter assumed putative control of Unified in 2015, there have been no
annual meetings of the shareholders and no elections held for the board of directors.
17. Plaintiffs are informed and believe and based on such information and belief allege
that, since the time Carter assumed putative control of Unified in 2015, Carter has used assets of
Unified to pay his personal debts, although Unified has not had a validly installed board of directors
and could not take any action during that time.
18. Plaintiffs are informed and believe and based on such information and belief allege
that, since the time Carter assumed putative control of Unified in 2015, Carter has caused Unified to
enter into contracts, and to institute, and purportedly informally resolve, litigation, although Unified
has not had a validly installed board of directors and could not take any action during that time, all
without any notice to Plaintiffs and the other Unified shareholders.
35. Delaware General Corporation Law (DGCL) section 211(b) provides: “an annual
meeting shall be held for the election of directors…”
36. Plaintiffs are informed and believe and thereon allege that no annual meeting has
been held since 2015.
37. Accordingly, Plaintiffs request an injunction commanding that Unified hold an
annual meeting of the shareholders, consistent with its bylaws, and that it be enjoined from
conducting any further business until such time as the meeting has been had.
39. Under section 141(b) of the DGCL a quorum of the board of directors is required
“for the transaction of business…” by a corporation.
40. Defendants have engaged in ultra vires and void acts, because of the lack of said
quorum of the board of directors, which have, or will, devalue Plaintiffs’ equity interests in
Unified.
41. Accordingly, Plaintiffs requests a preliminary and permanent injunction enjoining
Defendants from any further corporate acts, including, but not limited to, appointing managers
and officers of Chanbond, until such time as Unified is able to act through a quorum of a validly
installed board of directors.
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