Madison v. Striggles
Court: Appellate Division of the Supreme Court of the State of New York; June 4, 1996; New York; State Appellate Court
The IAS Court affirmed that paragraph 15 of the first amendment to the offering plan does not prevent the Sponsor from voting their shares in conjunction with other resident shareholders who do not hold unsold shares. This interpretation allows the Sponsor to collectively elect three or more members of the five-member Board of Directors. A contrary ruling would infringe upon the Sponsor's voting rights, which could only be restricted by a provision in the certificate of incorporation, as supported by relevant case law. The court also dismissed the petitioners’ other arguments as meritless. The decision was concurred by Justices Rosenberger, Wallach, Kupferman, Williams, and Mazzarelli.