Pounds v. Brown

Because the issue on appeal concerned uncontroverted evidence regarding the acts taken by the Board subsequent to the trial court's approving the agreement and the legal determination of whether such acts were authorized, the Court of Appeals correctly utilized the de novo standard of review.

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In Pounds v. Brown , 303 Ga. App. 674 695 SE2d 66 2010, we affirmed in part and reversed in part the trial court’s denial of a motion to enforce a settlement agreement, and we remanded the case to the trial court to enforce the settlement agreement in accordance with our opinion. The case involves a shareholders’ derivative action against the Cobb Electric Membership Corporation, its president and CEO, and the members of its board of directors, alleging various breaches of fiduciary duties and mismanagement. The order at issue denied the plaintiff-shareholders’ motion to enforce the parties’ settlement agreement and upheld as lawful the board of directors’ adoption of numerous amendments to the Cobb EMC bylaws. Reversing the trial court, we held that the proxy voting bylaw amendment violated the parties’ settlement agreement. Pounds , 303 Ga. App. at 676-677 1 a. We dismissed as moot the plaintiffs’ claims that the bylaw amendments limiting the business that can be conducted at member meetings and increasing the number of directors required to call special meetings violated Georgia law and Cobb EMC’s existing bylaws. Pounds , 303 Ga. App. at 677 1 b. This amounted to an affirmance of the trial court’s ruling upholding these bylaw changes. Finally, reversing the trial court, we held that the trial court erred in allowing Cobb EMC to distribute its own resolutions at a special meeting and to recommend that members vote in favor of such resolutions, and reversed the trial court on this issue. Pounds , 303 Ga. App. at 678-679 2.

Pounds v. Brown

Because the issue on appeal concerned uncontroverted evidence regarding the acts taken by the Board subsequent to the trial court's approving the agreement and the legal determination of whether such acts were authorized, the Court of Appeals correctly utilized the de novo standard of review.

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