1) Over on WWW.hemienergygroup.com I have posted some links to and excerpts from Delaware corporate laws. Section 228 "Consent of stockholders or members in lieu of meeting" might apply here.
2) You might want to watch the CPRKQ board and the postings by ChuckD-MSB. A program is currently underway to replace the board of directors. By the way this is not an endorsement of the stock. The stock is working its way through bankruptcy and there is a lot of drama. However the program that is being used to replace the board looks viable.