This section contains the nature of the case and procedural background.

Two men who owned, in unequal amounts, all the stock of a domestic business corporation, made an agreement to vote for and later did vote for and adopt at a stockholder's meeting bylaws of the corporation. Those bylaws provided as follows: 1) All the action will be by an unanimous vote of shareholders; 2) That 3 directors should be elected upon receiving unanimous votes; 3) That no action shall be taken except by a unanimous vote of all directors; 4) That bylaws should not be amended except by a unanimous vote of all the stockholders. Minority stockholders brought this action to have those bylaws adjudged valid and to enjoin the other stockholders from doing anything inconsistent therewith. Special Term and the Appellate Division held that the two bylaws first above described were invalid and the other two valid.

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