Section 709. Greater requirement as to quorum and vote of directors  


Latest version.
  • (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.