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TRECO, INC. v. LAND OF LINCOLN SAV. AND LOAN

October 7, 1983

TRECO, INC. AND WISCONSIN REAL ESTATE INVESTMENT TRUST, PLAINTIFFS,
v.
LAND OF LINCOLN SAVINGS AND LOAN, FRANK J. KINST, THOMAS A. KINST, RONALD R. DRAJKA, ROBERT J. HAJEK, PHILLIP R. KASIK, WILLIAM H. MUCHOW, JOHN A. STORCEL, AND JOHN J. LACHAJEWSKI, DEFENDANTS.



The opinion of the court was delivered by: Bua, District Judge.

MEMORANDUM ORDER

The above-captioned matter comes before the Court on plaintiffs' emergency motions for declaratory judgment and preliminary injunction seeking an order declaring certain bylaw amendments illegal and enjoining defendants from enforcing said amendments. The Court, having considered plaintiffs' motions, defendants' answer, memoranda and exhibits submitted in support of and in opposition to said motions, does hereby enter the following findings of fact and conclusions of law pursuant to Rule 52(a) of the Federal Rules of Civil Procedure.

Findings of Fact

1. Plaintiff Treco, Inc. ("Treco") is a Florida corporation with its principal executive office in Jacksonville, Florida.

2. Plaintiff Wisconsin Real Estate Investment Trust ("WREIT") is a common law business trust formed under the laws of the State of Wisconsin with its principal executive office in Chicago, Illinois.

3. Defendant Land of Lincoln Savings and Loan ("Lincoln") is a savings and loan association chartered under the laws of Illinois. Deposits at Lincoln are insured by the Federal Savings and Loan Insurance Corporation. Lincoln is regulated by the Federal Home Loan Bank Board.

4. The nine individual defendants are all members of Lincoln's Board of Directors.

5. Lincoln has 2,470,855 shares of stock outstanding. Treco and WREIT each own 123,000 common shares of Lincoln. Together, Treco and WREIT own approximately 9.956 percent of the outstanding common shares of Lincoln.

6. On June 22, 1983, at a meeting of the board of directors, the defendant directors amended Article XI of Lincoln's bylaws. Prior to June 22, 1983, Article XI provided:

  These bylaws may be amended at any time by a
  two-thirds vote of the full board of directors or by
  a majority vote of the votes cast by the stockholders
  of the association at any legal meeting.
  These bylaws may be amended at any time by a
  two-thirds vote of the full board of directors, or by
  a two-thirds vote of the total votes eligible to be
  cast by the stockholders at a legal meeting called
  expressly for such purpose.

7. The defendants did not receive shareholder approval for this amendment to Article XI of Lincoln's bylaws.

8. Lincoln's directors are elected each year at the annual shareholders' meeting. Lincoln's next annual shareholders' meeting is ...


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