Ripley v. Storer

The holders of a majority of the stock of a New York corporation here seek an adjudication that they are entitled to have the directors call a meeting of the stockholders for the purposes of (1) amending the certificate of incorporation and by-laws so as to provide for five directors instead of three, and (2) amending the by-laws so as to provide (a) that no contract of the corporation with any other person for more than one year shall be valid unless approved by a majority of the stockholders; (b) that no director of the corporation shall be eligible to vote for the ratification of any…