616. Greater requirement as to quorum and vote of shareholders.(a) The certificate of incorporation may contain provisions specifying either or both of the following:
(1) That the proportion of votes of shares, or the proportion of votes of shares of any class or series thereof, the holders of which shall be present in person or by proxy at any meeting of shareholders, including a special meeting for election of directors under section 603 (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 shares, or votes of shares of a particular class or series of shares, that shall be necessary at any meeting of shareholders 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 which changes or strikes out a provision permitted by this section, shall be authorized at a meeting of shareholders by two-thirds of the votes of the shares entitled to vote thereon, or of such greater proportion of votes of shares, or votes of shares of a particular class or series of shares, as may be provided specifically in the certificate of incorporation for changing or striking out a provision permitted by this section.
(c) If the certificate of incorporation 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, except that this requirement shall not apply to any corporation having any class of any equity security registered pursuant to Section twelve of the Securities Exchange Act of 1934, as amended.
Last modified: February 3, 2019