
    In the Matter of Sara Abramson et al., Respondents, v. Norman Studer et al., Appellants.
   No opinion. The meeting and the new election shall be held on December 20, .1961, at 10 o’clock in the forenoon, at the corporation’s office; and, at least 10 days prior to such date, the petitioners shall serve upon appellants a copy of the order to be entered hereon. Ughetta, Pette and Brennan, JJ., concur; Beldock, Acting P. J., and Christ, J., dissent and vote to reverse the order and to dismiss the petition, with the following memorandum: Under section 40 of the Membership Corporations Law, the three petitioners, together with appellants Norman Studer and Hannah Studer, became members of the corporation by signing the certificate of incorporation which was filed on February 6, 1942. Because of dissension among these five members, it was agreed in 1954 that petitioners sever all connection with the corporation on the payment of agreed sums as severance pay. Through error, the resignations of petitioners as directors, officers and employees only, were signed. Specific resignations as members were not signed. In our opinion, the intention of the parties was that the petitioners’ severance from the corporation shall be in all their several capacities. This intention was effectuated by the documents actually signed. Proof that the severance in all capacities was the parties’ intention in the documents actually signed, is the practical construction given to those documents by the petitioners’ failure to assert or exercise their claimed rights as purported members from April, 1954 until May, 1960, when this proceeding was instituted — a period of more than six years.  