Order, entered on November 6, 1967, denying plaintiff’s motion for partial summary judgment and dismissal of defendants’ second counterclaims, unanimously modified, on the law, to the extent of dismissing said counterclaims, and otherwise affirmed, without costs or disbursements. The “irrevocable” management agreements which form the basis of the counterclaims were not properly authorized by the plaintiff or its stockholders and appear to constitute an unlawful infringement on the powers and duties of the plaintiff’s board of directors. (See: Fells v. Katz, 256 N. Y. 67, 72.) Concur — Eager, J. P., Capozzoli, Tilzer, McGivern and Rabin, JJ.