Mitchell, Nelson, Olsen, and Parker, experts in manufacturing baubles, each owned fifteen of one hundred authorized shares of Baubles, Inc., a corporation of State X that does not permit cumulative voting. On July 7, 2007, the corporation sold forty shares to Quentin, an investor, for $1,500,000, which it used to purchase a factory building. On July 8, 2007, Mitchell, Nelson, Olsen, and Parker contracted as follows:
All parties will act jointly in exercising voting rights as shareholders. In the event of a failure to agree, the question shall be submitted to George Yost, whose decision shall be binding upon all parties.
Until a meeting of shareholders on April 17, 2014, when a dispute arose, all parties to the contract had voted consistently and regularly for Nelson, Olsen, and Parker as directors. At that meeting, Yost considered the dispute and decided and directed that Mitchell, Nelson, Olsen, and Parker vote their shares for the latter three as directors. Nelson, Olsen, and Parker so voted. Mitchell and Quentin voted for themselves and Olsen as directors.
(a) Is the contract of July 8, 2007, valid, and, if so, what is its effect?
(b) Who were elected directors of Baubles, Inc., at the meeting of its shareholders on April 17, 2014?