
    Matter of the Election of Directors of The Rapid Transit Ferry Co.
    (Supreme Court, Kings Special Term,
    February, 1897.)
    Corporations — Elections.
    A by-law of a stock corporation which provides that “ a majority of the stock present in person, or by proxy at any meeting . of the' stockholders shall constitute a quorum ” means that it is necessary that a majority of the stock of the company shall be present in person or by proxy to, make a quorum, and an election at which a majority of the stock is not so represented is invalid'.
    Motion to set aside the election of directors at the election of 1895 and 1896, on the ground that a majority of the stock of the corporation was not represented in person or by proxy.
    Julien T. Davies and W. N. Dykman, for motion.
    Albert B. Boardman, opposed.
   Gaynor, J.

By general law, the stockholders present in person or by proxy at a meeting of stockholders constitute a quorum. The General Corporation Law, however, allows the directors to change this by by-law, and fix the amount of stock which must be represented in order to make a quorum. § 11, " In this company the following by-law was passed, viz.:' “A majority of the stock present in person or by proxy at any meeting of the stockholders shall constitute a quorum.” It is without any punctuation marks. Unless to establish á quorum different to that which the general law makes, this by-law could, have had no object. It cannot be construed as meaning that a majority ” of the stock actually represented at a meeting should be a quorum, for that would be unlawful. A majority, cannot separate itself from the minority, and be a quorum. All present are the quorum. It must therefore mean that it is necessary that a majority of the stock of the-company shall be present in person or by proxy to make a quorum. I must therefore set aside the election of 1896.' That of 1895 has been acquiesced in. I think that the statute contemplates that an application to set aside an election of direetors must be made with reasonable promptness, and that if, in-' stead, the election is acquiesced in, stockholders so acquiescing Jose the benefit of the statute.

Ordered accordingly.  