# State Ex Rel. Sheets v. Finch

> Ohio Court of Appeals · July 9, 1991 · 74 Ohio App. 3d 737

URL: https://www.frixlaw.com/law-library/cases/3752688

## Case

- **Full name:** STATE Ex Rel. SHEETS Et Al. v. FINCH Et Al.
- **Court:** Ohio Court of Appeals
- **Decided:** July 9, 1991
- **Citations:** 74 Ohio App. 3d 737; 600 N.E.2d 693; 1991 Ohio App. LEXIS 3499
- **Precedential status:** Published
- **Opinion:** Dissent by Grey
- **Judges:** Stephenson, Harsha, Grey
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

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## Opinion text

Grey, Judge,
dissenting.
I respectfully dissent.
Respondents Marshall Finch, George Collins, Sr., and Ray Huddle were elected as trustees at the January 25, 1990 annual meeting. Respondent Ray Howard is the Secretary of Hecla. Howard, in his capacity as secretary, accepted six hundred eighty-seven proxies in favor of Finch, Collins and Huddle. Howard refused to accept proxies in favor of relators Sheets, Murnahan and Jenkins. The petition alleges 1256 proxies while the affidavit in support of relators’ motion for summary judgment states there were 1463. The petition also alleges that the six hundred eighty-seven proxies in favor of respondents were invalid.
Howard refused to approve relators’ proxies on the authority of Section 4, Article VII of Hecla’s bylaws. As originally enacted this section provided, “All proxies shall be in writing and filed with the secretary.” As amended this section reads, “Each member who votes by proxy must file in person their
[sic
] proxy with the office of the secretary by 12:00 noon on December 15.” This is, in my opinion, a substantial change.
The requirement that proxies must be hand delivered has a disastrous effect on non-profit corporations such as we have here. Hecla, being a water company, serves a universal community of users. While some of the mem
*742
bers may be hale and hearty, others must be aged, infirmed, paraplegic, quadriplegic, or in some way confined to their beds or their homes. A member may be a man working two jobs, or a single mother raising a family by herself, or a student working full-time and going to school. Regardless of the particular situation of any member, all are equal in their need for a safe and adequate water supply and all are equal in their shareholder voting rights. Any attempt to disenfranchise them would be a substantial change.
The majority holds that the change in the bylaws do not effect “a fundamental change.” I would hold that where a change in the bylaws on the right to vote by proxy which is used to disenfranchise two thirds of the shareholders, can only be characterized as a fundamental change.
I would grant summary judgment to relators, and thus I dissent.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/3752688. Public record. Not legal advice.