Opinion
December 23, 1925.
Appeal from Supreme Court of Onondaga County.
Melvin T. Bender, for the appellants.
Stewart F. Hancock, for the respondent.
Present — DAVIS, SEARS, CROUCH and TAYLOR, JJ.
The regularity and validity of a corporate election of officers and directors of the New York State Automobile Association, held at Lockport, N.Y., October 12, 1925, is the question here involved.
For many years past the association has functioned under the management of officers and directors elected, not directly by the individual members assembled in annual meeting, but by a somewhat anomalous body consisting "of the officers of the association, the duly accredited representatives from clubs * * * and three directors at large."
At the meeting in question this body, pursuant to the method long used and generally acquiesced in, elected one set of officers and directors. Another set was elected at a separately organized meeting on the same day by a comparatively few individual members of the association who claimed the right to vote directly in person or by proxy at an annual meeting.
In our opinion the various provisions of the certificate of incorporation and of the constitution and by-laws are so uncertain, ambiguous, conflicting and incomplete as to afford no legal basis for the so-called representative method of election heretofore in use. The decision below, setting aside the election made in that manner, was, therefore, right.
We are further of the opinion, however, that right and justice require a new election. Because of the long-continued practice at prior annual meetings which had been generally acquiesced in and for which some color of authority may be found in the by-laws, the great mass of members felt no direct interest in the meeting and took no part therein. A small body of protestant members were thus able; by exercising their strict legal rights, to take control. Under the circumstances, therefore, the membership at large has had no fair opportunity to express its choice.
The order below should be modified to provide for a new election to be held in accordance with law and with the provisions of the order to be entered hereon, and as modified affirmed, without costs of this appeal to either party.
Order modified so as to grant a new election and as so modified affirmed, without costs of this appeal to either party. Settle order before CROUCH, J., on two days' notice.