LERNER v. STAR B. L. ASSN

1. The Commissioner of Banking and Insurance having advised the defendant association to dissolve voluntarily and liquidate its business pursuant to R.S. 17:12-81 to 94, its board of directors adopted a resolution to do so and gave notice of a meeting of stockholders to act thereon, pursuant to statute. The meeting was attended by such disorder that no vote was taken on the question of dissolving the association and liquidating its business, and no trustees in liquidation were legally elected. Held, under the circumstances the Court of Chancery had power to order action upon the resolution adopted by the board of directors and to supervise, through a special master, a meeting for that purpose.

2. The stock transfers, whose legality the petitioner questions, were all made at least sixty days before the meeting held by the special master, and entitled the transferees to vote at any meeting of the association, including a meeting called for the dissolution of the association and the liquidation of its business, and the election of trustees to wind up its affairs.

3. There is no law which entitles the petitioner, as a shareholder in the defendant association, to question the right of another shareholder to transfer any portion of his holdings to another, with or without consideration. The petition herein, questioning the legality of certain stock transfers, contains only surmise, but no allegations of fact which, if true, would constitute fraud on the conduct of the election held under the supervision of the special master.

4. The meeting held under the supervision of the special master in this case was conducted in orderly fashion and in a legal manner. The defeated candidates for the office of trustees in dissolution made no objection to the confirmation of the report of the special master on the return of the order to show cause why the report should not be ratified and confirmed, the trustees elected at the meeting confirmed by the court as such trustees, and reasonable allowance made to the special master and those who assisted him in the election. Petition dismissed.

PER CURIAM.

The decree and order appeal from will be affirmed, for the reasons stated in the opinion filed in the court below.

For affirmance — CASE, BODINE, DONGES, PERSKIE, PORTER, HETFIELD, DEAR, WOLFSKEIL, HAGUE, JJ. 9.

For reversal — THE CHIEF-JUSTICE, HEHER, RAFFERTY, JJ. 3.