Hellenic Cultural Circle, Inc. v. Kotsilimbas

Appellate Division of the Supreme Court of New York

Hellenic Cultural Circle, Inc. v. Kotsilimbas

43 A.D.2d 672, 350 N.Y.S.2d 603, 1973 N.Y. App. Div. LEXIS 2997

CourtAppellate Division of the Supreme Court of the State of New York

DecidedDecember 4, 1973

StatusPublished

Cited by1 cases

This text of 43 A.D.2d 672 (Hellenic Cultural Circle, Inc. v. Kotsilimbas) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Hellenic Cultural Circle, Inc. v. Kotsilimbas, 43 A.D.2d 672, 350 N.Y.S.2d 603, 1973 N.Y. App. Div. LEXIS 2997 (N.Y. Ct. App. 1973).

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Opinion

Judgment, Supreme Court, New York County, entered on September 6, 1973, affirmed, without costs and without disbursements, on the opinion of Saypol, J., at Special Term. Concur — Markewich, Nunez and Tilzer, JJ.; McGivern, J. P., and Kupferman, J., dissent in separate memoranda, as follows: McGivern, J. P. I disagree. The meeting of February 10, 1973, was properly called by the president, with the intent of conforming with the certificate of incorporation, of which both factions had been ignorant. Fifty-four members voted,- and Mrs. Vlavianos had a number of proxies, which she voluntarily chose not to vote. The respondents themselves participated, and only walked out when it was apparent they did not control the votes of those present. And the membership determined that the December, 1972 election was invalid. The vice of affirming is that now the directors will continue until December of 1974, in patent and conceded violation of the charter. Kupferman, J. I dissent and would order a new election on the authority of the opinion of Saypol, J. at Special Term as adopted by this court and the authority of the dissenting opinion herein of McGivern, J. P. The totality of the two opinions leads to the inexorable conclusion that a new election be held in accordance with the certificate of incorporation and pursuant to section 25 of the General Corporation Law.

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Judgment, Supreme Court, New York County, entered on September 6, 1973, affirmed, without costs and without disbursements, on the opinion of Saypol, J., at Special Term. Concur — Markewich, Nunez and Tilzer, JJ.; McGivern, J. P., and Kupferman, J., dissent in separate memoranda, as follows: McGivern, J. P. I disagree. The meeting of February 10, 1973, was properly called by the president, with the intent of conforming with the certificate of incorporation, of which both factions had been ignorant. Fifty-four members voted,- and Mrs. Vlavianos had a number of proxies, which she voluntarily chose not to vote. The respondents themselves participated, and only walked out when it was apparent they did not control the votes of those present. And the membership determined that the December, 1972 election was invalid. The vice of affirming is that now the directors will continue until December of 1974, in patent and conceded violation of the charter. Kupferman, J. I dissent and would order a new election on the authority of the opinion of Saypol, J. at Special Term as adopted by this court and the authority of the dissenting opinion herein of McGivern, J. P. The totality of the two opinions leads to the inexorable conclusion that a new election be held in accordance with the certificate of incorporation and pursuant to section 25 of the General Corporation Law.

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43 A.D.2d 672, 350 N.Y.S.2d 603, 1973 N.Y. App. Div. LEXIS 2997, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hellenic-cultural-circle-inc-v-kotsilimbas-nyappdiv-1973.

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