Brief Fact Summary. Winous Co., (Appellant), appeals the decision of the Ohio Court of Appeals in favor of Humphrys, (Appellees), holding that Appellant’s classification of its directors was invalid because it operated to restrict the right of shareholders to vote cumulatively.
Synopsis of Rule of Law. Minority shareholders are granted only the right of cumulative voting but are not necessarily guaranteed the effectiveness of the exercise of that right to elect minority representation on the board of directors.
In determining that intention, a court should consider the language used and the apparent purpose to be accomplished, and then such a construction should be adopted which permits the statute and its various parts to be construed as a whole and gives effect to the paramount object to be attained.View Full Point of Law
Issue. Whether the classification of three directors into three classes each containing one director is invalid because it restricts the right to vote cumulatively.
Held. No. This classification is not invalid because Section 1701.58 grants a right that may not be restricted or qualified rather than one ensuring minority representation on the board of directors.
Dissent. The legislature showed clearly that it intended to strengthen the cumulative voting provision by adding the provision that prevents corporations from restricting cumulative voting. In the same act the legislature provides for classification of directors. It could not have been intended that the exercise of such a right could be so used as to nullify the right of cumulative voting as has been done in this case.
Discussion. Section 1701.58 guarantees to minority shareholders only the right of cumulative voting and does not necessarily guarantee the effectiveness of the exercise of that right to elect minority representation on the board of directors. To hold otherwise would annihilate the provision for classification because any such classification would necessarily be a restriction or qualification on the effectiveness of cumulative voting.