N.Y. Business Corporation Law § 709: Greater requirement as to quorum and vote of directors

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

(a) The certificate of incorporation may contain provisions specifying

either or both of the following:

(1) 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.

(2) 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.

(b) (1) An amendment of the certificate of incorporation which changes

or strikes out a provision permitted by this section shall be authorized

at a meeting of shareholders by (A) (i) for any corporation in existence

on the effective date of subparagraph (2) of this paragraph, two-thirds

of the votes of all outstanding shares entitled to vote thereon, and

(ii) for any corporation in existence on the effective date of this

clause the certificate of incorporation of which expressly provides such

and for any corporation incorporated after the effective date of

subparagraph (2) of this paragraph, a majority of the votes of all

outstanding shares entitled to vote thereon or (B) in either case, such

greater proportion of votes of shares, or votes of a class or series of

shares, as may be provided specifically in the certificate of

incorporation for changing or striking out a provision permitted by this

section.

(2) Any corporation may adopt an amendment of the certificate of

incorporation in accordance with any applicable clause or subclause of

subparagraph (1) of this paragraph to provide that any further amendment

of the certificate of incorporation that changes or strikes out a

provision permitted by this section shall be authorized at a meeting of

the shareholders by a specified proportion of the votes of the shares,

or particular class or series of shares, entitled to vote thereon,

provided that such proportion may not be less than a majority.