N.Y.
Not-for-Profit Corporation Law Section 608
Quorum at meeting of members
(a)
Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members, voting as a class, members entitled to cast a majority of the total number of votes entitled to be cast by such class shall constitute a quorum for the transaction of such specified items of business.(b)
The certificate of incorporation or the by-laws may provide for any lesser quorum not less than the members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, and may, under section 615 (Greater requirement as to quorum and vote of members), provide for a greater quorum.(c)
Action to amend the certificate of incorporation or by-laws to conform to paragraph (b) may be taken at a special meeting of members at which the quorum requirements applicable to the corporation immediately prior to the effective date of this chapter are fulfilled, but action may be taken only once under this paragraph.(d)
The members present may adjourn the meeting despite the absence of a quorum.(e)
If for any reason it has proved to be impractical or impossible for a corporation to obtain a quorum in order to conduct a meeting of its members in the manner prescribed by its certificate or by-laws or by statute, then upon the petition of a director, officer or member to the supreme court in the judicial district where the office of the corporation is or was located on notice to the attorney general or by the attorney general, the supreme court may in its discretion dispense with the requirement as to quorums that would otherwise be imposed by the corporation’s certificate of incorporation or by-laws or by statute. The petition shall set forth the reasonable efforts the corporation has made to obtain a quorum, including the manner in which the corporation provided notice to its members of prior meetings. The supreme court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the certificate of incorporation or by-laws or the statute, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who are the members of the corporation.(f)
For purposes of this section “person” means any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity.
Source:
Section 608 — Quorum at meeting of members, https://www.nysenate.gov/legislation/laws/NPC/608 (updated Sep. 22, 2014; accessed Dec. 21, 2024).
