Matter of Auer v. Dressel
Court of Appeals of New York
118 N.E.2d 590 (1954)
R. Hoe & Co.'s bylaws required its president to call a special meeting whenever a majority of voting stockholders submitted a written request; a majority of class A stockholders (plaintiffs) submitted such a request seeking a meeting to vote on reinstating Joseph Auer as president after his removal by the directors, on amending the bylaws to let stockholders alone fill vacancies caused by removing directors of their class, on hearing removal charges against four directors, and on amending the quorum bylaw. The president (defendant) failed to call the meeting, and the stockholders sued to compel compliance; the trial court granted summary judgment for the stockholders.
Whether, where a corporation's bylaws require its president to call a special meeting whenever requested in writing by a majority of voting stockholders, the president may refuse to call the meeting after receiving such a request.