In re White — 10 N.Y. St. Rep. 594

Majority

p. 594

In the Matter of the Petition of William M. White and Others, life members of the New York State Agricultural Society.

(Supreme Court, General Term, Third Department,

Filed September 20, 1887.)

Headnote

1. Corporations—Resolutions repugnant to statute—Effect of.

The resolutions of a corporation which are repugnant to the statute under which the same is incorporated, are void.

S. Same—Election of officers—Proxies in blank—Effect of filling out same by holder.

Where the name in a proxy is left blank by the maker and is filled in by the holder immediately before election, a case might be presented, in which the maker might challenge its completeness. But in the absence of this challenge the presumption obtains that the name was written in the blank by the authority of such maker.

De Witt & Spoor, for app’lts; Moak & Buchanan, for respts.

By the renewal of the charter of the New York State Agricultural Society (§ 3, Laws 1871, chapter 131), it is provided: “ That only life members of said society, who shall have become such, at least thirty days prior to the election, and no other persons, shall be entitled to vote for officers of said society, but such life members shall be entitled to vote at all elections for officers thereof by proxy.”

Any such member could, therefore, appoint his proxy and give him unlimited power “to vote at all elections, for officers thereof.”

The resolution of the society sought to place a limit upon the power given by the member to his proxy.

Such resolution being repugnant to the statute, was void.

If the votes offered by the proxies had been received, the persons declared elected would have been defeated and the opposition ticket elected.

Objection is now taken by the respondents to some of the powers of attorney. If we grant that the proof shows that the name of the proxy was left in blank by the maker of the power, and the blank was filled by the holder of the proxy immediately before the election, a case might be presented in which the maker of the power might challenge its completeness. Chauncey v. Arnold, 24 N. Y., 330 ; Duchess, etc., v. Mabbett, 58 id., 397 ; Burns v. Lynde, 6 Allen, 305 .

In the absence, however, of any challenge by the maker of the power, the presumption obtains that the name of the proxy was written in the blank by the authority of such maker. Matter of Cecil, 36 How. Pr., 477 ; Commercial Bank of Buffalo v. Kortright, 22 Wend., 348 .

We need not inquire whether the votes offered by an

p. 595

agent of the proxy were admissible, since whether received or rejected the result would not be changed.

The order should be reversed, with ten dollars costs and disbursements, and the motion to set aside the election and to order a new election granted, with ten dollars costs.

The order to be settled.

Learned, P. J., and Williams, J., concur.