In re the Election of Directors of the Jamaica Consumers Ice Co.

Headnote

Corporations — election of directors ■—■ cumulative voting by stockholders.

Matter of Jamaica Consumers Ice Co., 190 App. Div. 739 , affirmed.

Appeal from an order of the Appellate Division of the Supreme Court in the first judicial department, entered February 6, 1920, which reversed an order of Special Term granting a motion to set aside an election of directors of the Jamaica Consumers Ice Company and denied said motion. The question was whether cumulative voting by stockholders was authorized. The certificate of incorporation contained the following provision: “ All elections hereafter to be conducted in accordance with the corporation laws of the State of New York, as existent at the time of such election, and holders of preferred and common stock shall have equal rights to vote, and may do so cumulatively or. otherwise, as may be provided by the said laws of the State of New York.” Section 24 of the General Corporation Law in force at the time stated that the certificate of incorporation of any stock company may provide that at all elections of directors each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected. It also provided that the stockholder may cast all of such votes for a single director or may distribute them among the number to be voted

for, or any two or more of them, as he may see fit, which right, when exercised, shall be termed cumulative voting.