2016 New York Laws
BNK - Banking
Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies
Title 7 - (7001 - 7023) Directors and Officers
7009 - Greater requirement as to quorum and vote of directors.

 7009.  Greater  requirement  as  to  quorum  and  vote of directors.
  Subject to subdivision two of section seven thousand seven with  respect
  to  banks  and trust companies, stock-form savings banks, and stock-form
  savings and loan associations:
1. The organization  certificate  may  contain  provisions  specifying
  either or both of the following:
(a)  That  the  proportion of directors that shall constitute a quorum
  for the transaction of business or of any  specified  item  of  business
  shall  be  greater than the proportion prescribed by this chapter in the
  absence of such provision.
(b) That the proportion of votes of directors that shall be  necessary
  for  the  transaction  of  business or of any specified item of business
  shall be greater than the proportion prescribed by this chapter  in  the
  absence of such provision.
2. An amendment of the organization certificate which adds a provision
  permitted  by  this  section  or  which  changes  or  strikes out such a
  provision, shall be authorized at a meeting of stockholders by  vote  of
  the  holders  of  two-thirds  of all outstanding shares entitled to vote
  thereon or of such greater proportion of shares, or class or  series  of
  shares,  as may be provided specifically in the organization certificate
  for adding, changing or striking  out  a  provision  permitted  by  this
  section.
3.  If  the  organization  certificate  of  any corporation contains a
  provision authorized by this section, the existence  of  such  provision
  shall  be  noted  conspicuously on the face or back of every certificate
  for shares issued by such corporation.