## Facts

- Fred G. Hoschett owned 1,200 shares of TSI International Software, Ltd., a privately held Delaware corporation with fewer than 40 stockholders of record.
- TSI was formed in 1993 and had never held an annual stockholder meeting to elect directors.
- Hoschett sued in the Delaware Court of Chancery seeking an order compelling an annual meeting for director elections under DGCL § 211 and a stocklist under DGCL § 219.
- During the litigation, TSI obtained stockholder written consents under DGCL § 228 purporting to elect directors and argued that this mooted the request to compel an annual meeting.
- The parties filed cross-motions for summary judgment on whether the post-complaint written-consent election satisfied § 211.

## Issues

1. Whether a post-complaint director election by stockholder written consent under DGCL § 228 satisfies a corporation’s statutory duty under DGCL § 211 to hold an annual meeting for the election of directors.
2. Whether such a written-consent election moots an action to compel an annual meeting and related stocklist relief.

## Decision

- The Court of Chancery granted summary judgment for Hoschett and denied TSI’s position that the case was moot.
- A § 228 written-consent election, even if effective to elect directors, does not satisfy § 211’s mandatory requirement to hold an annual meeting for director elections.
- TSI remained obligated to promptly hold an annual meeting and provide the stocklist associated with that meeting under § 219.
- Any directors elected by written consent could serve only until a properly convened annual meeting, preserving the statutory meeting requirement.

## Legal Principles

- DGCL § 211 imposes a mandatory, enforceable obligation to hold an annual stockholder meeting for the election of directors.
- DGCL § 228 permits stockholders to act by written consent without a meeting, but it does not displace the corporation’s separate statutory duty to convene an annual meeting required by § 211.
- Treating § 228 consent action as a substitute for § 211 would effectively negate § 211 and deprive stockholders of the meeting forum contemplated by Delaware corporate governance statutes.
- The annual meeting serves functions beyond the formal vote, including providing an organized occasion for stockholder participation and the presentation of business.

## Conclusion

The Court of Chancery held that a corporation cannot cure its failure to hold annual director elections under DGCL § 211 by later obtaining a DGCL § 228 written-consent election; the statutory obligation to hold an annual meeting remains, and an action to compel the meeting is not mooted.


Hoschett v. TSI Int’l Software, Ltd., 683 A.2d 43 (Del. Ch. 1996)