Matter of Springfield Society v. . Gilleran

Hogan, J. While we agree with the determination made by the Appellate Division, the construction placed by us upon the statute differs in a slight degree from that adopted by the court below. The opinion of Justice Dowling contains an exhaustive review of the statutes of this state anterior to the Membership Corporations Law and an analysis of the sections of the latter law applicable to the question under consideration. *339 We shall confine our decision to two sections of the Membership Corporations Law. (Cons. Laws, chap. 35.) Section 64 of the Membership Corporations Law provides: “ * * After the first annual meeting, no one but a lot owner shall be eligible to the office of director. * * *.” As the defendants Hartman and Weiss were not lot owners in the Springfield, L. I., Cemetery Society they were ineligible to the office of directors thereof. The same section of the law provides that the directors of a cemetery association shall be elected at its annual meeting by the persons entitled to vote thereat. The question thus arises what persons are entitled by law to vote for directors. By section 63 of the law it will be observed that three, several classes of persons are designated as entitled to vote at annual meetings of cemetery associations at which meetings directors are to be elected, first, “ each person of full age owning the use of a lot or plat, or part of either, containing at least ninety-six square feet of land in the cemetery of the corporation, or if there be two or more owners of such lot, then one of them designated by a majority of such joint owners to represent such'lot or plat, or part of either, may cast one vote for each such lot or plat, or part of either, so owned, at the meetings of the corporation. ” Second, “ each owner of stock heretofore lawfully issued shall be entitled to one vote for each share of stock owned by him at the meetings of the corporation.” Third, “each owner of a certificate of indebtedness of a cemetery corporation shall be entitled to one vote at such meetings for each one hundred dollars of such indebtedness.” Section 64 further provides: “If at any such [annual] meeting one-fifth of the owners of lots or plats shall not, in person or by proxy-vote thereat, the directors shall be chosen by the exist, *340 mg directors, or a majority of them, unless such directors shall, at such meeting, he chosen by a majority of the votes of the owners of certificates of stock or indebtedness. The term of office of a director shall be three years. ” While the language of the section above quoted is not free from ambiguity, it is still susceptible of a construction which will avoid injustice or disfranchising any class of the individuals authorized by law to vote for directors and give effect to all the provisions of the statute. The requirement of the statute in question that there should be one-fifth of the lot owners present at the meetings was to establish the number of lot owners necessary to constitute a quorum. This is made plain by the provisions of chapter 745 of the Laws of 1900, which amended section 44 of the Membership Corporations Law of 1895, and provided that in the county of Jefferson the attendance of one-fifteenth of the lot owners would be sufficient to constitute a quorum for the election of directors. Having these principles in mind, the statute should be construed as meaning that to establish a quorum there must be present either: (1) One-fifth of the lot owners; or (2) A majority of the owners of certificates of stock or of indebtedness. If either of these requirements is satisfied, that is to say, if there are one-fifth of the lot owners or a majority of the stock and certificate holders so present at a meeting a quorum will be established, and all may then unite in voting for directors.' In the absence of a quorum, the statute makes provision for the selection of directors by the existing directors or a majority of them. The order of the Appellate Division should be affirmed, with costs. Willard Bartlett, Oh. J., Werner, Hiscock, Chase, Miller and Cardozo, JJ., concur. Order affirmed.