§ 709 — Greater requirement as to quorum and vote of directors

§ 709. Greater requirement as to quorum and vote of directors.\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 directors that shall constitute a quorum\nfor the transaction of business or of any specified item of business\nshall be greater than the proportion prescribed by this chapter in the\nabsence of such provision.\n (2) That the proportion of votes of directors that shall be necessary\nfor the transaction of business or of any specified item of business\nshall be greater than the proportion prescribed by this chapter in the\nabsence of such provision.\n (b) An amendment by the members of the certificate of incorporation or\nof the by-laws which adds a provision permitted by this section or which\nchanges or strikes out such a provision, shall be authorized by vote of\ntwo-thirds of the members entitled to vote or of such greater proportion\nas may be provided specifically in the certificate of incorporation or\nthe by-law for adding, changing or striking out a provision permitted by\nthis section.\n (c) If there are no members, an amendment by the board of directors of\nthe certificate of incorporation or the by-law which adds a provision\npermitted by this section or which changes or strikes out such a\nprovision, shall be authorized at a meeting by vote of two-thirds of the\nentire board, or of such greater proportion as may be provided\nspecifically in the certificate of incorporation or the by-law for\nadding, changing or striking out a provision permitted by this section.\n