In re Walker

• Decision Date: 30 November 1937
• Citation: 276 N.Y. 567,12 N.E.2d 579
• Parties: In the Matter of the Application of Alexander D. WALKER, Appellant, to vacate and set aside the approval of an alleged Certificate of Amendment of Certificate of Incorporation of Commodity Exchange, Inc., Respondent.
• Court: New York Court of Appeals Court of Appeals

276 N.Y. 567

12 N.E.2d 579

In the Matter of the Application of Alexander D. WALKER, Appellant, to vacate and set aside the approval of an alleged Certificate of Amendment of Certificate of Incorporation of Commodity Exchange, Inc., Respondent.

Court of Appeals of New York.

Nov. 30, 1937.

Proceeding in the matter of the application of Alexander D. Walker to vacate and set aside the approval of an alleged certificate of amendment of the certificate of incorporation of Commodity Exchange, Inc. Commodity Exchange, Inc., was a membership corporation which had been created by consolidation of several exchanges in accordance with procedure prescribed by Membership Corporation Law, Consol.Laws, c. 35, § 50, and was operating a market for trading in rubber, silk, hides, tin, copper, lead, zinc, gasoline and crude oil. Each of the four exchanges were membership corporations and each operated a market for trading in one or more commodities. The petitioner was a member of the National Raw Silk Exchange, Inc., during the consolidation negotiations.

In August, 1935, a proposal was made to amend a section of the by-laws so as to provide that by-law amendments ‘affecting a particular commodity’ should be submitted to the entire membership of the exchange, instead of only the membership of the particular trade group having jurisdiction over that commodity. On September 23, 1935, the petitioner and twelve other members of the silk trade group protested that the proposal was an amendment to a commodity by-law and therefore its submission to the membership of the entire exchange instead of each trade group was a violation of an article of the consolidation agreement. The Board of Governors referred the matter to the Jurisdiction Committee, which reported that the proposed amendment should be submitted to the entire membership of the exchange as a general by-law for vote. On January 2, 1936, the attorneys for the exchange obtained an ex parte approval of a certificate purporting to amend an article of the consolidation agreement in accordance with the amendment adopted at a meeting on December 30, 1935. Subsequently at the instance of the petitioner, the ex parte order was vacated.

Upon appeal by Commodity Exchange, Inc., from the order vacating the approval, the Appellate Division (251 App.Div. 28, 295 N.Y.S. 283) reversed the order, holding that the control originally given to the trade groups over amendments to the by-laws affecting their...