Corporations – Statutes Providing for Both Cumulative Voting and Classified Boards

The shareholders of the Winous Company amended the articles of incorporation to provide for staggered elections whereby one of the three directors would be elected each year to serve a three-year term. The Ohio Code provides for classified boards, and contains a guarantee of the right to vote cumulatively which is not to be restricted by the articles of incorporation. The county court of appeals reversed the court of common pleas and held the amendment invalid because it nullified the right to vote cumulatively. They interpreted the cumulative voting provision as specific and therefore a limitation on the more general section authorizing staggered elections. Held, reversed. Where there are contradictory provisions in two statutes and both are susceptible of a reasonable construction which will nullify neither, it is the duty of the court to give such construction. The section guaranteeing the right of cumulative voting does not guarantee the effectiveness of that right to insure minority representation on the board. Humphreys v. Winous Co., 165 Ohio St. 45, 133 N.E. (2d) 780 (1956).