In re the Election of Directors of Boulevard Theatre & Realty Co.

Corporations — provision in certificate of incorporation that directors shall not be changed except by unanimous consent of stockholders violative of section 25 of Stock Corporation Law.

Appeal from an order of the Appellate Division of the Supreme Court in the first judicial department, entered February 4, 1921, which reversed an order of Special Term granting a motion to set aside an election of directors, under section 32 of the General Corporation Law, and denied said motion. The certificate of incorporation provided: “ The number of directors of said corporation shall be three and the said directors and the number ■ thereof shall not be changed except by the unanimous consent of all the stockholders of said corporation.” It was alleged that at the election it was attempted to change the directors without the unanimous consent of the stockholders. • The Appellate Division held the provision in the certificate of incorporation that a director can only be elected upon the unanimous consent of all of the stockholders is violative of section 25 of the Stock Corporation Law, which declares that “ directors of every stock corporation shall be chosen at the time and place fixed by the by-laws of the corporation by a plurality of the votes at such election.”