N.Y. Banking Law § 6016: Greater requirement as to quorum and vote of stockholders

§ 6016. Greater requirement as to quorum and vote of stockholders. 1.

The organization certificate may contain provisions specifying either or

both of the following:

(a) That the proportion of shares, or the proportion of shares of any

class or series thereof, the holders of which shall be present in person

or by proxy at any meeting of stockholders in order to constitute a

quorum for the transaction of any business or of any specified item of

business, including amendments to the organization certificate, shall be

greater than the proportion prescribed by this chapter in the absence of

such provision.

(b) That the proportion of votes of the holders of shares, or of the

holders of shares of any class or series thereof, that shall be

necessary at any meeting of stockholders for the transaction of any

business or of any specified item of business, including amendments to

the organization certificate, shall be greater than the proportion

prescribed by this chapter in the absence of such provision.

2. An amendment of the organization certificate which adds a provision

permitted by this section or which changes or strikes out such a

provision, shall be authorized at a meeting of stockholders by vote of

the holders of two-thirds of all outstanding shares entitled to vote

thereon, or of such greater proportion of shares or class or series of

shares, as may be provided specifically in the organization certificate

for adding, changing or striking out a provision permitted by this

section.

3. If the organization certificate of any corporation contains a

provision authorized by this section, the existence of such provision

shall be noted conspicuously on the face or back of every certificate

for shares issued by such corporation.