N.Y. Not-for-Profit 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 or a by-law adopted by the

members 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) An amendment by the members of the certificate of incorporation or

of the by-laws which adds a provision permitted by this section or which

changes or strikes out such a provision, shall be authorized by vote of

two-thirds of the members entitled to vote or of such greater proportion

as may be provided specifically in the certificate of incorporation or

the by-law for adding, changing or striking out a provision permitted by

this section.

(c) If there are no members, an amendment by the board of directors of

the certificate of incorporation or the by-law which adds a provision

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

provision, shall be authorized at a meeting by vote of two-thirds of the

entire board, or of such greater proportion as may be provided

specifically in the certificate of incorporation or the by-law for

adding, changing or striking out a provision permitted by this section.