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


Latest version.
  • (a)  The  certificate  of  incorporation  or  a  by-law adopted by the
      members  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) An amendment by the members of the certificate of incorporation or
      of the by-laws which adds a provision permitted by this section or which
      changes  or strikes out such a provision, shall be authorized by vote of
      two-thirds of the members entitled to vote or of such greater proportion
      as may be provided specifically in the certificate of  incorporation  or
      the by-law for adding, changing or striking out a provision permitted by
      this section.
        (c) If there are no members, an amendment by the board of directors of
      the  certificate  of  incorporation or the by-law which adds a provision
      permitted by this section  or  which  changes  or  strikes  out  such  a
      provision, shall be authorized at a meeting by vote of two-thirds of the
      entire  board,  or  of  such  greater  proportion  as  may  be  provided
      specifically in the certificate  of  incorporation  or  the  by-law  for
      adding, changing or striking out a provision permitted by this section.