In re the Election of Directors of The Rapid Transit Ferry Co. , 43 N.Y.S. 538 ( 1897 )

Gaynor, J.

By general law, the stockholders present in person or by proxy at a meeting of stockholders constitute a quorum. The General Corporation Law, however, allows the directors to change this by by-law, and fix the amount of stock which must be represented in order to make a quorum. § 11, " In this company the following by-law was passed, viz.:' “A majority of the stock present in person or by proxy at any meeting of the stockholders shall constitute a quorum.” It is without any punctuation marks. Unless to establish á quorum different to that which the general law makes, this by-law could, have had no object. It cannot be construed as meaning that a “ majority ” of the stock actually represented at a meeting should be a quorum, for that would be unlawful. A majority, cannot separate itself from the minority, and be a quorum. All present are the quorum. It must therefore mean that it is necessary that a majority of the stock of the-company shall be present in person or by proxy to make a quorum. I must therefore set aside the election of 1896.' That of 1895 has been acquiesced in. I think that the statute contemplates that an application to set aside an election of direetors must be made with reasonable promptness, and that if, in-' stead, the election is acquiesced in, stockholders so acquiescing Jose the benefit of the statute.

Ordered accordingly.