## Facts

- Atlantic Terra Cotta Company, a New York corporation, had a nine-member board with directors elected to staggered three-year terms under its governing documents.
- William Manice was duly elected a director for a term scheduled to run until January 1912.
- At a May 1910 stockholders’ meeting, several directors resigned, and shareholders elected fewer replacements than the chartered board size, effectively reducing the board’s number.
- The remaining directors and controlling shareholders treated Manice’s seat as vacant and caused another person to be elected in his place.
- The asserted justification for excluding Manice was his opposition to corporate policy changes, including creation of new salaried officer positions.
- Manice sought a peremptory writ of mandamus compelling corporate officers to recognize him as a director; the trial court denied relief on the theory that a director is an at-will agent.
- Manice appealed.

## Issues

1. Whether shareholders or fellow directors have inherent power to remove a director serving a fixed term before expiration absent statutory, charter, or by-law authority.
2. Whether the stockholder meeting actions and subsequent elections lawfully created a vacancy and removed Manice.
3. Whether mandamus is an available remedy to restore a director who claims legal title to the office and is refused recognition.

## Decision

- The New York Court of Appeals reversed the denial of relief and directed issuance of a peremptory writ of mandamus.
- The court held there was no implied power, under the governing statutes and the corporation’s organizing documents, to remove a fixed-term director before the term expired.
- The court concluded Manice’s term continued until January 1912 and no lawful vacancy existed.
- The court held mandamus properly compelled corporate officers to recognize and seat Manice as a director.

## Legal Principles

- When statutes and corporate organizing documents fix the number of directors and their terms, shareholders cannot disturb the board’s composition mid-term absent express statutory or charter/by-law authority.
- A director’s status is not terminable at will merely because directors may be agents or fiduciaries in some respects; the right to serve for the fixed term is legally protected.
- Policy disagreements with management or controlling shareholders, without a legally authorized removal mechanism, do not create a lawful vacancy.
- A vacancy exists only upon events such as death, resignation, expiration of term, or lawful removal; declaring a vacancy or electing a “successor” does not make it so.
- Mandamus lies to compel recognition of a person’s legal title to a corporate office where the relief sought is admission to the office, not judicial control of business policy.

## Conclusion

The court held that a fixed-term corporate director could not be ousted through shareholder or board maneuvers absent explicit legal authority for removal, and it ordered mandamus to reinstate the director because no lawful vacancy had occurred.


People ex rel. Manice v. Powell, 201 N.Y. 194 (N.Y. 1911)