New York Laws
Title 7 - Directors and Officers
7009 - Greater Requirement as to Quorum and Vote of Directors.

(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.

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