Smith v. Orange & Rockland Utilities, Inc.

OPINION OF THE COURT

Howard Miller, J.

The motion is denied and the cross motion granted. Defendant may enter judgment against plaintiff dismissing the complaint with costs and disbursements.

The facts are relatively undisputed. On April 6, 1994 defendant mailed proxy materials to its shareholders preparatory to the annual meeting scheduled for May 11, 1994. Of the three proposals to be voted on at the meeting was one to remove plaintiff as a director for cause. Corporate bylaws require an affirmative vote of at least 80% of the combined voting power of all outstanding stock of all classes to…