Garson v. Garson

In Garson v. Garson (105 AD2d 726 [2d Dept 1984] the Court declared as valid the by-laws of the corporate defendant granting defendant three votes per share of stock owned and three votes as a director, as opposed to all other stockholders and directors who were to receive one vote per share of stock owned and one vote as a director. There was "nothing in the certificate of incorporation that alluded to the agreement of the parties as to special voting rights" (105 AD2d, supra at 727). \The plaintiff requested that the voting provisions in the by-laws be declared invalid, and that the Court declare that she and defendant were entitled to one vote per share of stock owned and one vote each as directors. The Court found that the: "documentary evidence and uncontested allegations of the parties on the record establish that although there was no written shareholders' agreement and no voting provisions were stated in the certificate of incorporation, plaintiff agreed to the voting provisions in the by-laws that gave defendant a three to one advantage. She ratified the by-laws at an organization meeting and acknowledged her ratification by signing the minutes of that meeting. She also signed the stock certificate which specifically referred to the voting provisions in the by-laws" (Id. at 728-729).