Marisa Was the Secretary-Treasurer of HotShot Enterprises Inc

Marisa was the Secretary-Treasurer of HotShot Enterprises Inc., a tea and coffee importer. She contacted Wes, who carried on business as a wholesaler, to determine if Wes might be interested in the purchase of the corporation's coffee import business. Wes expressed an interest in the purchase, and Marisa advised Wes that she would arrange to have the sale of the coffee business approved by the shareholders, as required by the corporation's bylaws. Marisa eventually produced a shareholders' resolution authorizing the sale. Later, it was discovered that proper notice of the shareholders' meeting had not been given, and no quorum of shareholders was present at the meeting. The agreement to sell the coffee business was void, because proper shareholder approval had not been given for the sale.