§ 615. Greater requirement as to quorum and vote of members.\n (a) The certificate of incorporation or a by-law adopted by the\nmembers may contain provisions specifying either or both of the\nfollowing:\n (1) That the proportion of members, or of a class thereof, who shall\nbe present in person or by proxy at any meeting of members, including a\nspecial meeting for election of directors under section 604 (Special\nmeeting for election of directors), in order to constitute a quorum for\nthe transaction of any business or of any specified item of business,\nincluding amendments to the certificate of incorporation, shall be\ngreater than the proportion prescribed by this chapter in the absence of\nsuch provision.\n (2) That the proportion of votes of the members, or of a class\nthereof, t
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§ 615. Greater requirement as to quorum and vote of members.\n (a) The certificate of incorporation or a by-law adopted by the\nmembers may contain provisions specifying either or both of the\nfollowing:\n (1) That the proportion of members, or of a class thereof, who shall\nbe present in person or by proxy at any meeting of members, including a\nspecial meeting for election of directors under section 604 (Special\nmeeting for election of directors), in order to constitute a quorum for\nthe transaction of any business or of any specified item of business,\nincluding amendments to the certificate of incorporation, shall be\ngreater than the proportion prescribed by this chapter in the absence of\nsuch provision.\n (2) That the proportion of votes of the members, or of a class\nthereof, that shall be necessary at any meeting of members for the\ntransaction of any business or of any specified item of business,\nincluding amendments to the certificate of incorporation, shall be\ngreater than the proportion prescribed by this chapter in the absence of\nsuch provision.\n (b) An amendment of the certificate of incorporation or a by-law\nadopted by the members which adds a provision permitted by this section\nor which changes or strikes out such a provision, shall be authorized at\na meeting of members by vote of the members entitled to cast two-thirds\nof the total number of votes entitled to be cast thereon, or of such\ngreater proportion of such total number of votes or the total number of\nvotes of a class, as may be provided specifically in the certificate of\nincorporation or a by-law adopted by the members for adding, changing or\nstriking out a provision permitted by this section.\n (c) If the certificate of incorporation or a by-law adopted by the\nmembers contains a provision authorized by this section, the existence\nof such provision shall be noted conspicuously on the face or back of\nevery membership certificate or card or capital certificate issued by\nsuch corporation.\n