Internal prototype — noindexed, not linked from public navigation yet.

Statutes » New York » NPC Law » Article 7

N.Y. NPC Law § 709

This is the official text of N.Y. NPC Law § 709, part of New York’s NPC Law — part of the compiled statutory law of New York, published by the state as "NPC Law." Browse the sections below, each linked to its official government source.

Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.

Greater requirement as to quorum and vote of directors

Official statutory text

§ 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

Status: in_force · Read it on the official government site

Need a lawyer in New York?

Find a New York lawyer
About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.