N.Y. Business Corporation Law Section 608
Quorum of shareholders


(a)

The holders of a majority of the votes of shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a particular class or series of shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

(b)

The certificate of incorporation or by-laws may provide for any lesser quorum not less than one-third of the votes of shares entitled to vote, and the certificate of incorporation may, under section 616 (Greater requirement as to quorum and vote of shareholders), provide for a greater quorum.

(c)

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(d)

The shareholders present may adjourn the meeting despite the absence of a quorum.

Source: Section 608 — Quorum of shareholders, https://www.­nysenate.­gov/legislation/laws/BSC/608 (updated Sep. 22, 2014; accessed Mar. 23, 2024).

Accessed:
Mar. 23, 2024

Last modified:
Sep. 22, 2014

§ 608’s source at nysenate​.gov

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