N.Y. Not-for-Profit Corporation Law § 608: Quorum at meeting of members

§ 608. Quorum at meeting of members.

(a) Members entitled to cast a majority of the total number of votes

entitled to be cast thereat shall constitute a quorum at a meeting of

members for the transaction of any business, provided that when a

specified item of business is required to be voted on by a class of

members, voting as a class, members entitled to cast a majority of the

total number of votes entitled to be cast by such class shall constitute

a quorum for the transaction of such specified items of business.

(b) The certificate of incorporation or the by-laws may provide for

any lesser quorum not less than the members entitled to cast one hundred

votes or one-tenth of the total number of votes entitled to be cast,

whichever is lesser, and may, under section 615 (Greater requirement as

to quorum and vote of members), provide for a greater quorum.

(c) Action to amend the certificate of incorporation or by-laws to

conform to paragraph (b) may be taken at a special meeting of members at

which the quorum requirements applicable to the corporation immediately

prior to the effective date of this chapter are fulfilled, but action

may be taken only once under this paragraph.

(d) The members present may adjourn the meeting despite the absence of

a quorum.

(e) If for any reason it has proved to be impractical or impossible

for a corporation to obtain a quorum in order to conduct a meeting of

its members in the manner prescribed by its certificate or by-laws or by

statute, then upon the petition of a director, officer or member to the

supreme court in the judicial district where the office of the

corporation is or was located on notice to the attorney general or by

the attorney general, the supreme court may in its discretion dispense

with the requirement as to quorums that would otherwise be imposed by

the corporation's certificate of incorporation or by-laws or by statute.

The petition shall set forth the reasonable efforts the corporation has

made to obtain a quorum, including the manner in which the corporation

provided notice to its members of prior meetings. The supreme court

shall, in an order issued pursuant to this section, provide for a method

of notice reasonably designed to give actual notice to all persons who

would be entitled to notice of a meeting held pursuant to the

certificate of incorporation or by-laws or the statute, whether or not

the method results in actual notice to all such persons or conforms to

the notice requirements that would otherwise apply. In a proceeding

under this section the court may determine who are the members of the

corporation.

(f) For purposes of this section "person" means any association,

corporation, joint stock company, estate, general partnership (including

any registered limited liability partnership or foreign limited

liability partnership), limited association, limited liability company

(including a professional service limited liability company), foreign

limited liability company (including a foreign professional service

limited liability company), joint venture, limited partnership, natural

person, real estate investment trust, business trust or other trust,

custodian, nominee or any other individual or entity in its own or any

representative capacity.