and preponderance of the evidence shows Hoggett, by his own words and conduct, treated Brown as a director. The jury was instructed that Hoggett “may not claim that [Brown] was not a director of [Telescan] if you find that such • claims by [Hoggett] are barred by waiver, estoppel, or laches.” The jury was further instructed as follows: Waiver is an intentional surrender of a known right or intentional conduct inconsistent with claiming a right. An estoppel occurs when a party has a duty to speak, but fails to do so, and that party’s failure to speak is a misleading representation. Laches means that a party has unreasonably delayed in asserting his r to notice requirements in situations where corporate control was at stake. See Camp v. Shannon, 162 Tex. 515, 348 S.W.2d 517, 520 (1961) (<HOLDING>); R. H. Sanders Corp. v. Haves, 541 S.W.2d 262,
holding that independent directors can be entrusted with the decision to sue other directors on behalf of the corporation recognizing privilege for corporate officers directors and shareholders to influence the actions of their corporation holding the existence of a deadlock in the board of directors creates no extraordinary powers in the corporate president holding that a corporation may ratify a mortgage executed by the directors at a special meeting convened without notice holding that corporate president who called and participated in shareholders meeting to elect directors was estopped from questioning the legality of the meeting and election of directors who later removed him