situation when the board of directors has been reduced to only one good them or me director in this case mr all have the ability to appoint a replacement member of the board he discusses exclusively article three section eight discusses the possibility of an appointment outside of the context of a meeting and that is the critical distinction here because there is the possibility of an appoint of a member of the board of directors outside of the context of a meeting the work is not invoked it does not apply it has no meaning to this particular provision of the miles w this particular provision to be satisfied rather the plain language of the provision states and i promise i will read it repeatedly to the panel but one more time because it is still weren't a majority of the board of directors again not a quorum just a simple a majority of one to look into new work member and that's precisely what he did he appointed a new board member at that point the board was fully constituted as is mandated under the by i was there must be a major there must be at least two members of the board and those two members of the board had the ability to make a decision whether or not to proceed with this litigation and again this litigation is against a former member of the board accusing of former members and we reached this point because we were to go it will fifty percent shareholders to directors and they have flown in then instead of doing what should have been done what happened is mr  instance when there only one more that director isn't that person the majority and section eight says a majority of the board of directors make any they can see prior to such annual or special meeting of shareholders that the morrow is constituted to return to action of business quote at any meeting article said or seeking article thirty six section seven the manner in acting the act of the majority of directors present quote after a meeting section eight does not include that language language about how the poor or how the shareholders are wired to act in the context of a meeting is separate from the language in section a which defines how well or a member may act outside of the meeting they are sexually defined and that is not an accident the board the bibles of this corporation written in the specific new board member to be appointed you know for how long outside the record that is precisely why the parties have the right the shareholders have the right to take action in the trial court and bring those claims and not this case end up in the appellate court because there was an issue related to whether or not the right to sue in this type of situation if there needs to be some sort of a direct riveted claim brought by the shareholders shareholders have that ability but what is the intent here is to make it impossible for with which transpired as a result of mr averages conduct the court doesn't need to resolve those allegations that's not the issue pending before this court the question is whether or not the corporation should be allowed to proceed on its cl energized by or under the direction of its were directors a majority of the board of directors me a selfish reasonable compensation counsel suggested well what happens if the board decides a one million dollars is the appropriate compensation are we stuck with that result that would surely be ridiculous council is correct and that's why the language included in that particular provision specifies reasonableness it needs to be reasonable salary and my point is that these he is deliberately omitted from section eight the phrase reasonable is the term reasonable this is deliberately included in google three section one this court based on that language should conclude arousal absolutely and unambiguous lee have the right to make the point that he made here and because he did the corporation had standing to proceed in its underlying claims the circuit court's ruling to the contrary should be reversed transaction of business is totally different from the feeling of the board members position correct that's correct the feeling of the board members position is not the transaction business it's not the determination of how the corporation is going to make a decision about for example purchasing a don't want to hire employees whatever the business of the corporation pete that's not what is discussed in section eight that's exactly right your honor and just one last point