Ann-Jen Holding Corp., Application of, ANN-JEN

• Decision Date: 28 August 1958
• Docket Number: ANN-JEN
• Citation: 15 Misc.2d 74,179 N.Y.S.2d 494
• Parties: Application ofHOLDING CORP., Petitioner, for an order staying and restraining Louis Goldman and Gerald L. Levine, Respondents, from holding a Special Meeting of the Board of Directors of Ann-Jen Holding Corp., called for
• Court: New York Supreme Court

Page 494

179 N.Y.S.2d 494

15 Misc.2d 74

Application of ANN-JEN HOLDING CORP., Petitioner, for an order staying and restraining Louis Goldman and Gerald L Levine, Respondents, from holding a Special Meeting of the Board of Directors of Ann-Jen Holding Corp., called for August 28, 1958, at 2:30 P.M.

Supreme Court, Special Term, Kings County, Part I.

Sept. 30, 1958.

Max Feigin, New York City, for petitioner.

George Fidel, So. Hempstead, for respondents.

EDWARD G. BAKER, Justice.

Petitioner, a domestic corporation, applies for an order restraining the respondents, the owners and holders of fifty per centum of its capital stock from holding a special meeting of the Board of Directors of said corporation called pursuant to notice signed and caused to be served by its Secretary by direction of two of its directors. The Board of Directors of the corporation is composed of three members: Bazinover, who is the owner of 50% of the issued stock, and Goldman and Levine, each of whom is the owner of 25% of the issued stock. The notice of special meeting stated that it was called for the following purposes: (a) to elect officers of the corporation; (b) to adopt new resolutions respecting signatures on file with banks; (c) to act on claims of Bazinover for services rendered to the corporation; (d) to act on the question of termination of the employment of Bazinover and one Pleat and (e) to transact such other business as might properly come before the meeting.

Petitioner contends that the special meeting was improperly and illegally called for the reason, among others specified in the petition, as follows:

'A. Special meetings of the Board of Directors of said corporation may be called, according to the by-laws of said corporation, by the President at any time, or by the written request of two directors. The president, petitioner herein, has received no such written request from the two respondents; they have acted upon their own initiative.'

As to specification A: Article II, section 5 of the corporate by-laws provides, inter alia, that 'Special meetings of the board of directors may be called by the president in his discretion at any time and shall be called upon the written request of two directors.' It seems to me clear that, under this provision of the by-laws, the only person empowered to call a special meeting of the board of directors is the president of the corporation. He may do so at any time in his own discretion and must do so if requested in...