N.Y. BNK Law § 6016

§ 6016. Greater requirement as to quorum and vote of stockholders. 1.\nThe organization certificate may contain provisions specifying either or\nboth of the following:\n (a) That the proportion of shares, or the proportion of shares of any\nclass or series thereof, the holders of which shall be present in person\nor by proxy at any meeting of stockholders in order to constitute a\nquorum for the transaction of any business or of any specified item of\nbusiness, including amendments to the organization certificate, shall be\ngreater than the proportion prescribed by this chapter in the absence of\nsuch provision.\n (b) That the proportion of votes of the holders of shares, or of the\nholders of shares of any class or series thereof, that shall be\nnecessary at any meeting of stockholders for the transaction of any\nbusiness or of any specified item of business, including amendments to\nthe organization certificate, shall be greater than the proportion\nprescribed by this chapter in the absence of such provision.\n 2. An amendment of the organization certificate which adds a provision\npermitted by this section or which changes or strikes out such a\nprovision, shall be authorized at a meeting of stockholders by vote of\nthe holders of two-thirds of all outstanding shares entitled to vote\nthereon, or of such greater proportion of shares or class or series of\nshares, as may be provided specifically in the organization certificate\nfor adding, changing or striking out a provision permitted by this\nsection.\n 3. If the organization certificate of any corporation contains a\nprovision authorized by this section, the existence of such provision\nshall be noted conspicuously on the face or back of every certificate\nfor shares issued by such corporation.\n