§ 608 — Quorum at meeting of members

New York § 608

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 6: Members

Text

§ 608. Quorum at meeting of members.\n (a) Members entitled to cast a majority of the total number of votes\nentitled to be cast thereat shall constitute a quorum at a meeting of\nmembers for the transaction of any business, provided that when a\nspecified item of business is required to be voted on by a class of\nmembers, voting as a class, members entitled to cast a majority of the\ntotal number of votes entitled to be cast by such class shall constitute\na quorum for the transaction of such specified items of business.\n (b) The certificate of incorporation or the by-laws may provide for\nany lesser quorum not less than the members entitled to cast one hundred\nvotes or one-tenth of the total number of votes entitled to be cast,\nwhichever is lesser, and may, under section 615 (Greater requirement as\nto quorum and vote of members), provide for a greater quorum.\n (c) Action to amend the certificate of incorporation or by-laws to\nconform to paragraph (b) may be taken at a special meeting of members at\nwhich the quorum requirements applicable to the corporation immediately\nprior to the effective date of this chapter are fulfilled, but action\nmay be taken only once under this paragraph.\n (d) The members present may adjourn the meeting despite the absence of\na quorum.\n (e) If for any reason it has proved to be impractical or impossible\nfor a corporation to obtain a quorum in order to conduct a meeting of\nits members in the manner prescribed by its certificate or by-laws or by\nstatute, then upon the petition of a director, officer or member to the\nsupreme court in the judicial district where the office of the\ncorporation is or was located on notice to the attorney general or by\nthe attorney general, the supreme court may in its discretion dispense\nwith the requirement as to quorums that would otherwise be imposed by\nthe corporation's certificate of incorporation or by-laws or by statute.\nThe petition shall set forth the reasonable efforts the corporation has\nmade to obtain a quorum, including the manner in which the corporation\nprovided notice to its members of prior meetings. The supreme court\nshall, in an order issued pursuant to this section, provide for a method\nof notice reasonably designed to give actual notice to all persons who\nwould be entitled to notice of a meeting held pursuant to the\ncertificate of incorporation or by-laws or the statute, whether or not\nthe method results in actual notice to all such persons or conforms to\nthe notice requirements that would otherwise apply. In a proceeding\nunder this section the court may determine who are the members of the\ncorporation.\n (f) For purposes of this section "person" means any association,\ncorporation, joint stock company, estate, general partnership (including\nany registered limited liability partnership or foreign limited\nliability partnership), limited association, limited liability company\n(including a professional service limited liability company), foreign\nlimited liability company (including a foreign professional service\nlimited liability company), joint venture, limited partnership, natural\nperson, real estate investment trust, business trust or other trust,\ncustodian, nominee or any other individual or entity in its own or any\nrepresentative capacity.\n