Section 7009. Greater requirement as to quorum and vote of directors  


Latest version.
  • 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.