Murray v. Conseco, Inc.

795 N.E.2d 454 (2003)

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Nature of the Case

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Facts

D is an Indiana corporation whose articles of incorporation have no provisions regarding removal of directors. P was elected to the Board by the shareholders as a whole, and not by a separate “voting group.” D's directors are elected by vote of the shareholders to staggered three-year terms. All common share and voting preferred shares vote together to elect directors. P was first elected to a three-year term. He was re-elected in 1997 and again in June 2000. On December 12, 2000, D's Board of Directors voted to remove P as a director. P filed a declaratory judgment action challenging his removal as a violation of the Indiana Business Corporation Law (BCL) as only the shareholders could remove him. The trial court granted summary judgment in favor of D and the Court of Appeals affirmed.