N.Y. BSC Law § 1002

§ 1002. Dissolution under provision in certificate of incorporation.\n (a) The certificate of incorporation may contain a provision that any\nshareholder, or the holders of any specified number or proportion of\nshares or votes of shares, or of any specified number or proportion of\nshares or votes of shares of any class or series thereof, may require\nthe dissolution of the corporation at will or upon the occurrence of a\nspecified event. If the certificate of incorporation contains such a\nprovision, a certificate of dissolution under section 1003 (Certificate\nof dissolution; contents) may be signed, verified and delivered to the\ndepartment of state as provided in section 104 (Certificate;\nrequirements, signing, filing, effectiveness) when authorized by a\nholder or holders of the number or proportion of shares or votes of\nshares specified in such provision, given in such manner as may be\nspecified therein, or if no manner is specified therein, when authorized\non written consent signed by such holder or holders; or such certificate\nmay be signed, verified and delivered to the department by such holder\nor holders or by such of them as are designated by them.\n (b) An amendment of the certificate of incorporation which adds a\nprovision permitted by this section, or which changes or strikes out\nsuch a provision, shall be authorized at a meeting of shareholders by\nvote of all outstanding shares, whether or not otherwise entitled to\nvote on any amendment, or of such lesser proportion of shares and of\nsuch class or series of shares, but not less than a majority of all\noutstanding shares entitled to vote on any amendment, as may be provided\nspecifically in the certificate of incorporation for adding, changing or\nstriking out a provision permitted by this section.\n (c) If the certificate of incorporation 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