TASK DEFINITION: In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision.  Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. You should write an incorrect option. Even though there exist multiple wrong answers, we only need a single wrong answer. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
PROBLEM: removed. Section 141(b) does not contemplate that a director’s term could end through board shrinkage. A bylaw that seeks to achieve this result conflicts with Section 141(b) and is void. This interpretation of Section 141(b) comports with how our law has developed. Under the common law, “the voluntary assumption of management responsibility by the directors carried with it a concomitant vested right to serve out the full term for which they were elected unless there was cause for removal....” Drexler, supra, § 13.01, at 13-2; see Roven v. Cotter, 547 A.2d 603, 608 (Del.Ch.1988) (“At common law a director had a vested right in his position arising from his duties and responsibilities to the corporation.”); see also Campbell v. Loew’s, Inc., 134 A.2d 852, 857 (Del.Ch.1957) (Seitz, C.) (<HOLDING>). “Prior to 1967, the [DGCL] was silent as to 
 Holding statements: (A) holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders (B) recognizing common law authority of stockholders to remove a director for cause (C) recognizing common law privileges (D) recognizing the presidents authority to remove sec members for good cause despite governing statutes silence (E) recognizing common law cause of action as thirdparty beneficiary

SOLUTION: holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders

PROBLEM: the future because she continues to own and operate Helping Hands and intends to remain in the childcare services profession. Docket No. 17 at ¶ 112. She posits no other basis for establishing her standing to seek prospective relief against the Secretary. Docket No. 26 at 6-9. Her status as the owner and operator of a child-care facility does not provide her with standing to seek the declaratory and injunctive relief that she seeks. Mosby v. Ligon, 418 F.3d 927, 933-934 (8th Cir.2005) (recognizing that an attorney’s status as a member of the bar does not afford him or her standing to prospectively attack the implementation of the professional disciplinary procedures applicable to attorneys practicing in a particular jurisdiction); Brown v. Fauver, 819 F.2d 395, 400, n. 5 (3d Cir.1987) (<HOLDING>). Burns does not allege that she has been 
 Holding statements: (A) holding that counsel cannot raise his or her own ineffectiveness (B) holding that plaintiff must on his or her own initiative prove that the product reached him or her without substantial change (C) holding that for a legal malpractice claim to accrue a plaintiff need not know the precise extent of his or her damages or even have suffered all of the damages attributable to his or her attorneys negligence (D) holding that a prisoner cannot establish his or her standing to prospectively challenge the validity of a facilitys disciplinary procedures simply by referring to his or her status as an individual incarcerated in that facility (E) holding that an expert can comply with the timing requirement if an experts research even after his or her deposition revealed that the standard of care in his or her community was the same or similar to the standard of care in the community in which he or she is testifying when the injury occurred

SOLUTION: holding that counsel cannot raise his or her own ineffectiveness

PROBLEM: or “plain error” exists. See, e.g., State v. Brown, 853 P.2d 851, 853-54 (Utah 1992); State v. Gibbons, 740 P.2d 1309, 1311 (Utah 1987); State v. Steggell, 660 P.2d 252, 254 (Utah 1983). In the present case, or in any similar case, the only way that a defendant could challenge the constitutionality of section 78 — 3—31(6)(a) would be first to consent to a hearing by a commissioner and then to challenge the validity of that very consent. Such a procedure would likely be futile inasmuch as it would invariably result in the withdrawal of the consent, either by the defendant or by court order. Indeed, absent the approach taken by Ohms, it is unlikely that section 78-3-31(6)(a) would ever be subject to constitutional scrutiny. This is precisely the sort of exceptional circu Ct.App.1990) (<HOLDING>). For example, a legislator cannot appoint 
 Holding statements: (A) holding that utah const art vi  1 limits legislatures ability to delegate legislative powers or functions to others (B) holding that the governor of new york has only those powers delegated to him by the state constitution and the statutes (C) holding that the contact clause reaches every form in which the legislative power of a state is exerted whether it be a constitution a constitutional amendment an enactment of the legislature a bylaw or ordinance of a municipal corporation or a regulation or order of some other instrumentality of the state exercising delegated legislative authority (D) holding that crime definition and penalty powers are essential legislative functions that cannot constitutionally be delegated by the utah legislature to any other person or body (E) holding that legislative functions such as powers of zoning and rezoning cannot be delegated

SOLUTION:
holding that utah const art vi  1 limits legislatures ability to delegate legislative powers or functions to others