Under the corporation's bylaws, petitioner could not act both personally and by proxy at the meeting where he was elected. Thus, the proxy used by petitioner as a device for his nomination to the board was invalid, and the ensuing election a nullity. Nor does Business Corporation Law § 619 require that the court order a new election. Petitioner's conclusory allegations that respondents might enter into agreements detrimental to the corporation's interests do not address...
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