Citation Numbers: 12 Misc. 2d 1021
Judges: Spector
Filed Date: 4/14/1958
Status: Precedential
Modified Date: 2/5/2022
Plaintiffs, as members of defendant Associated Amusement Machine Operators of New York, Inc., hereinafter designated “Associated”, move for a temporary
. Plaintiffs ’ complaint and affidavits reveal that at a regular meeting of “Associated” held on February 13, 1958, for the purpose of submitting nominations, the defendant Sanford Warner, presiding at the meeting, submitted a slate which contained nominations to five offices and six directorships in “Associated”. It appears that this slate was agreed upon between the officers of “Associated” and another organization, “United” for the purpose of merging “United” with “ Associated ”, which merger was conditioned on the acceptance and election of the slate of officers by the members of ‘ ‘ Associated ”. At the meeting, Sanford Warner, over the objections of the plaintiffs and other members, ruled that despite the fact that the constitution required the election of six officers and nine directors, no other nominations would be accepted from the members. A substantial number of the members, including plaintiffs, left the meeting without participating in the approval of the slate.
The affidavit of Sanford Warner, who is the president of ' ‘ Associated ’ ’, and who presided at the meeting, is submitted in opposition to the motion. He denies plaintiffs’ charges but offers no facts to controvert plaintiffs’ claims that the slate was the result of an agreement between the officers of ‘ ‘ Associated ” and “ United ” to merge the two organizations. There is no denial that the members were informed that no nominations would be accepted other than those set forth in the slate submitted by the officers or that the offices to be filled were restricted to 11 rather than the 15 required by the constitution of ‘ ‘ Associated ’ ’. In effect, defendants contend that under section 3c of the rules and regulations of ‘ ‘ Associated ’ ’, section 3(L) of the rules permitting nominations to be made at a regular meeting prior to the election meeting was modified and changed by the action of the board of directors in submitting the slate of officers and by the action of the membership in adopting the slate. According to defendants, the board of directors recommended and submitted the slate of nominees to the members and that by motion adopted by the majority of the members present at the meeting to close nominations and to accept the slate of officers no additional nominations were made.
Moreover, the alleged amendment of the rules by the action of the board of directors and the majority vote of the members attending the meeting was a nullity. A majority of the members cannot by vote deprive other members of their rights to nominate candidates as expressly permitted by the constitution and rules of the organization. Any such action by a majority would effectively impair the rights of the minority members to select and vote for their candidates and thereby unfairly deprive other members of the opportunity assured them under the constitution and rules to nominate candidates for all offices and to vote for those candidates.
Since the affidavits conclusively establish that the defendants failed to comply with the constitution and rules of “ Associated ”, a temporary injunction will be granted restraining the holding of an election until such time as defendants call a meeting for the nomination of officers and directors, which meeting shall be held within 10 days after settlement of the order to be settled herein. In addition, the order shall provide that the records of the membership shall be available for inspection at the meeting to determine whether the candidates nominated thereat are members in good standing as required by the constitution.
Motion granted to the extent indicated above.
Settle order.