Respondent corporation adopted a bylaw providing for removal of a director, with or without cause, by majority vote of the stockholders. The corporation subsequently amended its charter to provide for cumulative voting at all elections of directors. At a meeting of the stockholders and directors, one director was removed without cause by majority vote of the stockholders and another director elected in his place over the objection of petitioner, a minority stockholder owning 40% of the outstanding stock. On petitioner's application to have the election set aside, held, election invalidated and set aside. Adoption of the cumulative voting provision invalidated the bylaw insofar as it provided for removal of a director without cause. In re Rogers Imports, Inc., (N. Y. 1952) 116 N. Y. S. (2d) 106.
John W. Hupp S.Ed.,
CORPORATION-OFFICERS AND DIRECTORS-RELATIONSHIP BETWEEN CUMULATIVE VOTING AND REMOVAL PROVISIONS,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol51/iss5/12