Justice Peter Moulton
Petitioners, shareholders in respondent cooperative, sought declaratory and injunctive relief arising from their alleged election as directors of the co-op under a special meeting. Respondent moved for dismissal of the petition. Seven shareholders called for a special meeting in an undated notice to recall the current Board of Directors, and elect a new board. The court noted the special meeting was held a mere three weeks before the annual meeting of the corporation, yet the petition also failed to mention the co-op’s board was reelected at the annual meeting. It questioned why petitioners did not wait three weeks to challenge the incumbent board at the annual meeting. The court concluded, based on the facts and circumstances, that petitioners failed to show a likelihood of success on the merits, noting the notice of the special meeting was fatally flawed as there was inadequate proof it was properly served, and in a timely manner before the special meeting. As such, it ruled the election held at the special meeting was invalid. Therefore, as petitioners failed to show they were the co-op’s duly elected board, they were not entitled to injunctive or declaratory relief.
