Jean E. Sealey, D.Sc., et al., Petitioners, v American Society of Hypertension, Inc., Respondent., 10 Misc. 3d 572

Summary

At an annual meeting, the adoption of revised bylaws was put to a vote. Only 555 of the 2,384 members of the organization voted on the bylaws measure, with 428 members voting to adopt the revised bylaws. Under the revised bylaws, petitioners were removed from their positions. In granting the petition, the court found that the provision in the bylaws setting a quorum at 90 members was void and unenforceable because it conflicted with N.Y. Not-for-Profit Corp. Law § 608(b), which required a quorum to be at least 100 members. Since the provision was invalid, the quorum requirement for the meeting was a majority of the members, as per the provision of § 608(a), and as a majority of the members were not present at the meeting, there was no valid quorum, thereby rendering the vote taken null and void. Section 608(c), which provided that action to amend the bylaws to conform to § 608(b) could be taken at a meeting at which the quorum requirements applicable to the corporation immediately ...