Section 6016. Greater requirement as to quorum and vote of stockholders  


Latest version.
  • 1.
      The organization certificate may contain provisions specifying either or
      both of the following:
        (a) That the proportion of shares, or the proportion of shares of  any
      class or series thereof, the holders of which shall be present in person
      or  by  proxy  at  any  meeting of stockholders in order to constitute a
      quorum for the transaction of any business or of any specified  item  of
      business, including amendments to the organization certificate, shall be
      greater than the proportion prescribed by this chapter in the absence of
      such provision.
        (b)  That  the proportion of votes of the holders of shares, or of the
      holders of shares  of  any  class  or  series  thereof,  that  shall  be
      necessary  at  any  meeting  of  stockholders for the transaction of any
      business or of any specified item of business, including  amendments  to
      the  organization  certificate,  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.