Model, Roland & Co. v. Industrial Acoustics Co.

Memorandum : Order of the Appellate Division directing judgment for the plaintiff-respondent affirmed. Defendants-appellants are correct in their contention that the provisions of article VIII of the corporate by-laws are ineffective to the extent that they require a two-thirds majority shareholder *705vote to amend certain of the by-laws — in particular the by-law which sets the number of directors on the board. The Business Corporation Law clearly provides that a simple majority vote of the shareholders is sufficient to amend the by-laws, unless the certificate of incorporation provides…