N.Y. BSC Law § 709

§ 709. Greater requirement as to quorum and vote of directors.\n (a) The certificate of incorporation may contain provisions specifying\neither or both of the following:\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) (1) An amendment of the certificate of incorporation which changes\nor strikes out a provision permitted by this section shall be authorized\nat a meeting of shareholders by (A) (i) for any corporation in existence\non the effective date of subparagraph (2) of this paragraph, two-thirds\nof the votes of all outstanding shares entitled to vote thereon, and\n(ii) for any corporation in existence on the effective date of this\nclause the certificate of incorporation of which expressly provides such\nand for any corporation incorporated after the effective date of\nsubparagraph (2) of this paragraph, a majority of the votes of all\noutstanding shares entitled to vote thereon or (B) in either case, such\ngreater proportion of votes of shares, or votes of a class or series of\nshares, as may be provided specifically in the certificate of\nincorporation for changing or striking out a provision permitted by this\nsection.\n (2) Any corporation may adopt an amendment of the certificate of\nincorporation in accordance with any applicable clause or subclause of\nsubparagraph (1) of this paragraph to provide that any further amendment\nof the certificate of incorporation that changes or strikes out a\nprovision permitted by this section shall be authorized at a meeting of\nthe shareholders by a specified proportion of the votes of the shares,\nor particular class or series of shares, entitled to vote thereon,\nprovided that such proportion may not be less than a majority.\n