Gearing v. Kelly
Court of Appeals of New York
182 N.E.2d 391 (1962)
Radium Chemical Company's bylaws required a four-member board with a majority for quorum. At a 1961 board meeting, only Kelly Sr., Kelly Jr. (defendants), and Margaret Lee attended, since Mrs. Meacham deliberately stayed away to prevent a quorum from forming; after Lee resigned at that meeting, the two Kellys elected Kelly Sr.'s son-in-law to fill the vacancy. Mrs. Gearing (plaintiff), a stockholder and Mrs. Meacham's mother, sued along with other stockholders to void the election and order a new one; the Appellate Division held the stockholders could not complain of an irregularity they themselves had caused, and the stockholders appealed.
Whether a director, or stockholders associated with that director, may request a new corporate election based on a lack of quorum that resulted from the director's own refusal to attend the stockholders' meeting.