New York Laws
Article 7 - Directors and Officers
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.

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