New York § 616 - 616Greater requirement as to quorum and vote of shareholders
Full text of New York New York Consolidated Laws § 616 — 616Greater requirement as to quorum and vote of shareholders, with citation guidance and answers to common questions.
§ 616. 616Greater requirement as to quorum and vote of shareholders
§ 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.
Source: official New York text · Last verified 2026-08-27
Frequently Asked Questions About New York § 616
What does New York Consolidated Laws § 616 cover?
Section 616 ("616Greater requirement as to quorum and vote of shareholders") is part of the New York Consolidated Laws, the codified statutory law of New York. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New York § 616?
A common citation format is "New York Consolidated Laws § 616" (New York). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New York law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New York official source linked on this page or consult a licensed New York attorney.
How does New York § 616 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New York can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New York.