Manacher v. Central Coal Co.

205 Misc. 513, 133 N.Y.S.2d 265, 1954 N.Y. Misc. LEXIS 2167

Opinion

McNally, J.

This application is brought pursuant to section 25 of the General Corporation Law and article 78 of the Civil Practice Act to annul a special meeting of stockholders and set aside an election of directors held at that special meeting. There is no question that petitioner received due notice of the meeting and its purpose. His complaint, however, is based upon the fact that the corporation refused to permit his proxy agents to attend and to participate in the special meeting. There is no doubt that the petitioner and his proxies appeared at the scheduled time and place. What transpired before the actual meeting is disclosed in Exhibit B attached to the moving papers. The conduct of the parties before the meeting, as disclosed in Exhibit B, reveals that the proxies were not recognized because petitioner was physically present at the meeting. The right of a stockholder to vote his stock is clear; so, too, is his right to be represented by a legitimate proxy. Where, as here, the stockholder’s physical presence at the meeting is for the purpose, among others, of confirming rather than revoking the proxy, there is no basis for refusing recognition of the stockholder’s representatives. (Matter of Young v. Jebbett, 213 App. Div. 774; Matter of Germicide Co., 65 Hun 606; Matter of Cecil, 36 How. Prac. 477.) Accordingly, the motion is granted.

Settle order.