New York Law Review

Tag: Quorum

  • People v. Williams, 73 N.Y.2d 250 (1989): Validity of Indictment When Fewer Than 16 Jurors Hear All Evidence

    People v. Williams, 73 N.Y.2d 250 (1989)

    An indictment is valid if at least 12 grand jurors who voted to indict heard all the essential and critical evidence, even if fewer than the full 16-juror quorum were present for all of the evidence.

    Summary

    The New York Court of Appeals addressed whether an indictment was valid when some grand jurors did not hear all the critical evidence presented. The defendant argued that CPL 210.35(2) requires that a minimum of 16 grand jurors must be present and hear all critical evidence to participate in deliberations and vote for an indictment. The Court of Appeals held that as long as at least 12 grand jurors who voted to indict heard all the essential and critical evidence, the indictment is valid, even if fewer than 16 jurors heard all the evidence. The court emphasized the historical separation of quorum and voting requirements.

    Facts

    Defendant was arrested for allegedly robbing a Kansas Fried Chicken store with accomplices. Evidence was presented to the Grand Jury over four days. The grand jurors were instructed that they could not vote unless they heard all the evidence. After a poll, it was revealed only 12 jurors heard all the evidence. A juror expressed reservations about deliberating with fewer than 16 jurors present who heard all evidence. Ultimately, the jurors decided to deliberate and voted to indict the defendant.

    Procedural History

    The defendant moved to dismiss the indictment for insufficient evidence and unspecified defects. The trial court dismissed the indictment, concluding that CPL 210.35(2) requires 16 jurors who heard all critical evidence be available for deliberations. The Appellate Division reversed and reinstated the indictment, relying on prior precedent that at least 12 jurors who voted to indict heard all essential and critical evidence. The Court of Appeals affirmed the Appellate Division’s order.

    Issue(s)

    Whether a Grand Jury proceeding is defective under CPL 210.35(2) when fewer than 16 jurors who heard all the critical evidence are available to participate in deliberations and vote on an indictment.

    Holding

    No, because CPL 190.25(1) requires that at least 16 members be present during grand jury proceedings, but only 12 members need to concur to find an indictment; the statute does not require all 16 members to have heard all the critical and essential evidence.

    Court’s Reasoning

    The Court relied on the precedent set by People v. Brinkman and People v. Saperstein, which held that an indictment is valid as long as at least 12 grand jurors who voted to indict heard all the essential and critical evidence. The court reasoned that the Criminal Procedure Law (CPL) did not materially alter the requirements from the predecessor statute, the Code of Criminal Procedure, which contained separate quorum and voting requirements. The court stated: “The language is hardly — and, we conclude, not materially — different. Indeed, had the Legislature intended to change such a basic provision of the Criminal Procedure Law after nearly a century, surely it would have said so.” CPL 190.25(1) combines the quorum and voting requirements into a single subdivision but does not explicitly require all 16 jurors to have heard all essential evidence. The court dismissed the argument that the quorum requirement becomes meaningless if some jurors are idle observers. It suggested those jurors still contribute by providing protection against malicious prosecution. The court concluded the defendant’s protection through grand jury indictment was not diminished because at least 12 jurors who heard the evidence were required to be convinced for a true bill.

  • Matter of Elias v. Serota, 24 N.Y.2d 68 (1969): Interpreting Corporate By-Laws for Filling Board Vacancies

    Matter of Elias v. Serota, 24 N.Y.2d 68 (1969)

    When a specific corporate by-law addresses filling board vacancies, it takes precedence over general by-laws requiring a supermajority for transacting business, especially when applying the general rule would paralyze corporate functions.

    Summary

    This case concerns a dispute over the validity of an election to fill a vacancy on a corporate board of directors. The petitioner challenged the election, arguing that a supermajority vote was required under the corporation’s general by-laws. The Court of Appeals held that a specific by-law addressing the filling of vacancies controlled over the general quorum and voting requirements. The Court reasoned that applying the general rules would lead to corporate paralysis, and the specific by-law was designed to ensure the corporation’s continued functioning. The court emphasized that the specific by-law complemented statutory provisions regarding filling vacancies, and should prevail over the general by-laws.

    Facts

    The corporation had five authorized directors. Two directors resigned, leaving three directors in office: the petitioner and the respondents, Moskowitz and Barrakette. A meeting was held where respondents Moskowitz and Barrakette voted to elect respondent Brody to fill one of the vacant positions. The petitioner objected, arguing that the election required a unanimous vote of the existing three directors.

    Procedural History

    The petitioner sued under Section 619 of the Business Corporation Law to invalidate the election. Special Term found the election valid and denied the application. The Appellate Division affirmed. The Court of Appeals granted leave to appeal.

    Issue(s)

    Whether a specific corporate by-law allowing “the directors in office” to fill vacancies on the board takes precedence over general by-laws requiring a 75% quorum and 75% vote for transacting business when those general rules would prevent the filling of vacancies.

    Holding

    Yes, because the specific by-law addressing the filling of vacancies is designed to ensure the continued functioning of the corporation and complements statutory provisions regarding filling vacancies, and thus prevails over general by-laws that, if applied, would paralyze the corporation.

    Court’s Reasoning

    The Court emphasized the specific language of by-law 14, which granted “the directors in office” the power to choose successors to fill vacancies. This by-law was authorized by Business Corporation Law § 705(a), which allows directors to fill vacancies even if less than a quorum exists, unless the certificate of incorporation or by-laws provide otherwise. The Court distinguished this specific provision from the general quorum and voting requirements in the certificate of incorporation and by-laws, which required 75% of the directors for any business transaction. The Court reasoned that applying the general rules would make it impossible to fill vacancies when the board was reduced to three members, as 75% of the original five directors would be four, an unattainable number. The Court stated: “Rather, it seems to us, the vitality of the corporation was to be preserved and the paralysis of its functions and its mandatory dissolution were to be avoided by the specific, exclusive and practical procedure enacted as by-law 14, complementing, as it does, section 705 (subd. [a]) of the Business Corporation Law. By-laws 20 and 21 apply to the company’s ‘business’, in general; by-law 14 to its special and vital function of succession.” Therefore, the specific by-law regarding filling vacancies controlled over the general quorum and voting requirements, ensuring the corporation’s continued operation.