N.Y. Business Corporation Law § 614: Vote of shareholders

§ 614. Vote of shareholders.

(a) Directors shall, except as otherwise required by this chapter or

by the by-laws or certificate of incorporation as permitted by this

chapter, be elected by a plurality of the votes cast at a meeting of

shareholders by the holders of shares entitled to vote in the election.

(b) Whenever any corporate action, other than the election of

directors, is to be taken under this chapter by vote of the

shareholders, it shall, except as otherwise required by this chapter or

by the certificate of incorporation as permitted by this chapter or by

the specific provisions of a by-law adopted by the shareholders, be

authorized by a majority of the votes cast in favor of or against such

action at a meeting of shareholders by the holders of shares entitled to

vote thereon. Except as otherwise provided in the certificate of

incorporation or the specific provision of a by-law adopted by the

shareholders, an abstention shall not constitute a vote cast.