Matter Of Auer v. Dressel

306 N.Y. 427, 118 N.E.2d 590 (1954)

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Nature of the Case

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Facts

The by-laws of R. Hoe & Co., Inc. include a duty on the president to call a special meeting whenever requested to do so, in writing, by stockholders of a majority of the voting stock (Class A). In October of 1953, P submitted written requests for a special meeting of Class A stockholders in the names of 55% of holders of record. The president failed to call the meeting and P filed suit. The petition was opposed on grounds that none of the four purposes was a proper one for such a class. P wanted to vote upon a resolution endorsing the administration of P, who had been removed as president demanding that he be reinstated; to amend the charter and by-laws to provide that vacancies on the board of directors, arising from the removal of a director by stockholders or by resignation of a director against whom charges have been preferred, may be filled, for the unexpired term, by the stockholders only of the class theretofore represented by the director so removed or so resigned; vote upon a proposal that the stockholders hear certain charges preferred, in the requests, against four of the directors, determine whether the conduct of such directors or any of them was inimical to the corporation and, if so, to vote upon their removal and vote for the election of their successors; and vote upon a proposal to amend the by-laws so as to provide that half of the total number of directors in office and, in any event, not less than one-third of the whole authorized number of directors constitute a quorum of the directors.