OPINION OF THE COURT
SEITZ, Chief Judge.
This is an appeal from an order of the district court dismissing plaintiff's complaint for failure to state claims upon which relief can be granted. Plaintiff is a 27% shareholder, an officer and one of three directors of Young Galvanizing, Inc. (corporation). The second board member is the defendant Young, a 50% shareholder and principal officer of the corporation. The third director is not a party to the action...
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