US Laws, Codes, Statutes & Cases

 
  § 615. Greater requirement as to quorum and vote of members.
    (a)  The  certificate  of  incorporation  or  a  by-law adopted by the
  members  may  contain  provisions  specifying  either  or  both  of  the
  following:
    (1)  That  the proportion of members, or of a class thereof, who shall
  be present in person or by proxy at any meeting of members, including  a
  special  meeting  for  election  of directors under section 604 (Special
  meeting for election of directors), in order to constitute a quorum  for
  the  transaction  of  any business or of any specified item of business,
  including amendments to  the  certificate  of  incorporation,  shall  be
  greater than the proportion prescribed by this chapter in the absence of
  such provision.
    (2)  That  the  proportion  of  votes  of  the  members, or of a class
  thereof, that shall be necessary at  any  meeting  of  members  for  the
  transaction  of  any  business  or  of  any  specified item of business,
  including amendments to  the  certificate  of  incorporation,  shall  be
  greater than the proportion prescribed by this chapter in the absence of
  such provision.
    (b)  An  amendment  of  the  certificate  of incorporation or a by-law
  adopted by the members which adds a provision permitted by this  section
  or which changes or strikes out such a provision, shall be authorized at
  a  meeting of members by vote of the members entitled to cast two-thirds
  of the total number of votes entitled to be cast  thereon,  or  of  such
  greater  proportion of such total number of votes or the total number of
  votes of a class, as may be provided specifically in the certificate  of
  incorporation or a by-law adopted by the members for adding, changing or
  striking out a provision permitted by this section.
    (c)  If  the  certificate  of incorporation or a by-law adopted by the
  members contains a provision authorized by this section,  the  existence
  of  such  provision  shall be noted conspicuously on the face or back of
  every membership certificate or card or capital  certificate  issued  by
  such corporation.