Spencer

This case involves a dispute over the control of the five-member board of directors of the Spencer Older Corporation. The Spencer family and the Older family own 50 percent each of the corpo *98 ration’s stock and each family claims that its representative holds the decisive fifth seat on the otherwise evenly divided board. The Spencers brought this action pursuant to section 709 of the Corporations Code, which requires the superior court to determine the validity of any election of a director. The trial court ruled in favor of the Olders. We reverse.

Facts

A special meeting of the shareholders of the Spencer Older Corporation was called for December 20, 1979. At that time, the corporation’s board of directors was composed of Sam Spencer, Robert Spencer and Robert Older. The other two seats on the five-member board were then vacant. The Olders, owners of half of the corporation’s stock, showed up for the December 20 meeting. The Spencers, owners of the other half of the stock, did not. Instead, the Spencers on that day executed a certificate of election to wind up and dissolve the corporation. Because a majority of the shares were not represented at the meeting, there…