Evening journal., 1921-08-24
NO ELECTION OF
STEAMSHIP CO.
Chancellor Wolcott Decides
No Quorum Was at
Meeting
LEAVES WAY OPEN
FOR ANOTHER VOTE

IN an opinion nduutQ QoWn yes
terday in the matter OF the petition
Of Pasquale Guila, a stockholder OF
the Italian Star Line, Inc, Chancel-
lor Wolcott ruled that a quorum was
not present when Victor Barsky.
master. attempted to hold an cleo
ton OF directors OF the company,
and that. therefore, there was no
lawful election.
The order will be to the effect
that there was no election. but this
will be without prejudice to the peti-
toner in case he desires to make an
other attempt 10 hold a meeting of
the stockholders for the purpose of
electing directors" ruled the Chan
cellor. Chancellor Wolcott does not
dispose Of the costs and expenses in
the opinion.
The cause, in which the opinion
was given, was heard on the mas
ter's report and exceptions filed by
certain stockholders. Caleb Z.
Burchenal and Aaron Finger were
solicitors for the exceptants, and
Wilbur L. Adams was solicitor for
the petitioner.
The opinion complains that the
officers and directors Of the Italian
Star Line had failed, omitted and
neglected to call and hold their an
nual meeting as provided in their
bylaws, the first Monday in Febru-
airy. Chancellor Curtis appointed
Victor Barsky as master on petition
OF Mr.. Adams, representing Mr..
Gulla, who was chairman OF the
stockholders protective association.
Later, objection was made that
this course was unwarranted, that
the court should first attempt to hold
the election through the incumbent
directors and should resort to the
employment of a master only after
the directors had failed to act in
obedience to the courts order. In
this matter Chancellor Wolcott de-
clined TO change the course already
taken by his predecessor. Chancel-
lor Curtis. in appointing a master.
The election was attempted to be
held in New York city on July %.
mo question is made" sets forth
the opinion, concerning the COM
pliance by the master with all the
requirements Of the bylaws touch
TO the holding Of the meeting"
The opinion states:
The relative merits OF the con-
tending factions within this corpora
ton. who are manifestly strugglinl
with each other for it's control. car
be Of no value in determining th'
question Of whether there has beer
!. any election by the stockholders
Certainly, this is not the sort OF pro
ceeding in which II is proper TO con
slider the manner in which the in
ternal affairs of the corporation
have been managed. The sole ques
tion is whether or not the stockhold
ers at the meeting did duly chOos
eleven directors in the manner pro
vided by the law Of the State ant
the bylaws Of the corporation? Thl
fitness or unfitness OF individuals L
become directors OF the corpora
ton was a matter for the stockhold
ers to pass upon at the meeting. ant
it would be highly improper. in thi
proceeding. for the court to pay an,
heed whatever to charges and coun
ter-charges concerning the ftnes
of either one group or the other o
the two factions.
"I. therefore, come to the consid
Grafton Of the narrow question o
whether there was a lawful election
by the stockholders Of eleven direc
tors as required by the bylaws?
The master reports that ther
was such lawful election. recon
mending that the Chancellor deere
that a legal meeting was held. an
that at the election a plurality o
votes were cast, the Gulla ticke
thereby electing a new board Of di
rectors which would hold Office unit
the next annual meeting Of tn
stockholders in February, 1922.
Exceptions have been filed to tn
report Of the master by sundry stock
holders of the corporation.
The master reports that ther
was a quorum present; the exceT
tants contend that the masters r.
port discloses the contrary to be IN
fact.
1T appears from the report thi
when the meeting assembled thei
was no attempt made 10 count N
shares present, either in person {
by proxy. for the purpose OF asce
AdlhANb AHt pltntnct oA a NuNi VI
The master deemed IL a bette
course. in view of the large numb'
Of stockholders, to not count a qu'
rum at the outset. but TO proceS
with the voting and let the vote di
close whether or not there was sue
quorum present. There is nothing
the bylaws or in the statute prohil
iting such a course. / can see no o
lection TO that method of procedur
II the master in charge OF the NEE
ing under the circumstances saw
to adopt it,"
OF a total number OF shares on
standing OF 3s,291. stockholde
holding 16,S39 voted. A majori
would be 1916. but the mast
maintained that there were certa
other shares that should have be-
counted to make a quorum.