Greater requirement as to quorum and vote of directors

§ 7009. Greater requirement as to quorum and vote of directors. Subject to subdivision two of section seven thousand seven with respect to banks and trust companies, stock-form savings banks, and stock-form savings and loan associations:

1. The organization certificate may contain provisions specifying either or both of the following:

(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.