directors.

The last board of directors of the Southampton condominium development resigned when tenants chose not to accept shares in the company because a retaining wall had not been built.

Under the Companies Act, a procedure-related writ was filed on June 14 in the Supreme Court in connection with the tenants' desire to hold a meeting and appoint a new board of directors.

According to Mr. Tim Marshall, the lawyer representing Southdown Farm management committee, the old board of directors resigned en masse after the tenants chose not to accept shares due them once the final condominium unit was sold in 1993.

The tenants chose not to support the transfer once the final unit was sold because of an "outstanding matter'' related to a retaining wall, continued Mr. Marshall.

The board resigned without calling a shareholders meeting, leaving the company with no board.

A company without a board of directors is "somewhat unusual'' said Mr.

Marshall.

But he added that the Companies Act includes a provision for the shareholders to appoint a new board which they intent to do at a meeting Wednesday. The shares have been transferred to the tenants.

Mr. Marshall noted the writ filed is "non-contentious'' and a "procedural'' matter.

And as far as the retaining wall situation, he continued: "The client is hopeful the wall situation will be quickly resolved.'' Once a new board of directors is appointed, he said they can transfer the operations of the business from the Southdown Farm Ltd. management committee to the new board of directors who will in turn answer to the shareholders.