despite his resignation as vice-president the following day, was apparently the only member of the corporation in attendance. The amendment would have changed the name of the corporation to Word of Life Church, Inc. and would have nullified the original articles of incorporation and by-laws. It also would have created a council of elders and vested this council with complete control over the affairs of the Church, including the ability to dissolve the corporation and distribute its assets. The amendment named Mr. and Mrs. Miller and Ms. Belaviteh elders and officers. Because at most a single member of the corporation voted for the amendment, however, the amendment was ultra vires and of no legal effect. See AGR Halifax Fund, Inc. v. Fiscina, 748 A.2d 1188, 1195 (Del.Ch.1999) (<HOLDING>). On November 10, 1994, the putative council of
holding that corporation must act in accordance with its charter and bylaws holding that a loss occurs and has its inception whether or not the insured knows of it holding that when an agency fails to follow the proper procedure under the illinois administrative procedure act for the adoption of rules the rule is invalid holding that the departments reasoning that de ceccos failure to provide complete and accurate information in a timely manner and its failure to clarify inconsistencies in its submissions to the record demonstrate that de ceceo has failed to cooperate to the best of its ability in this investigation was not an additional finding that de ceceo had failed to act to the best of its ability but rather was a restatement of the facts available finding holding a corporate charter amendment was invalid from its inception because the persons voting for its adoption were not then de jure directors