N.Y. Banking Law § 7009: Greater requirement as to quorum and vote of directors

§ 7009. Greater requirement as to quorum and vote of directors.

Subject to subdivision two of section seven thousand seven with respect

to banks and trust companies, stock-form savings banks, and stock-form

savings and loan associations:

1. The organization certificate may contain provisions specifying

either or both of the following:

(a) That the proportion of directors that shall constitute a quorum

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

shall be greater than the proportion prescribed by this chapter in the

absence of such provision.

(b) That the proportion of votes of directors that shall be necessary

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

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.