N.Y. BNK Law § 7009

§ 7009. Greater requirement as to quorum and vote of directors.\nSubject to subdivision two of section seven thousand seven with respect\nto banks and trust companies, stock-form savings banks, and stock-form\nsavings and loan associations:\n 1. The organization certificate may contain provisions specifying\neither or both of the following:\n (a) 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 (b) 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 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