§ 616. Greater requirement as to quorum and vote of shareholders.\n (a) The certificate of incorporation may contain provisions specifying\neither or both of the following:\n (1) That the proportion of votes of shares, or the proportion of votes\nof shares of any class or series thereof, the holders of which shall be\npresent in person or by proxy at any meeting of shareholders, including\na special meeting for election of directors under section 603 (Special\nmeeting for election of directors), in order to constitute a quorum for\nthe transaction of any business or of any specified item of business,\nincluding amendments to the certificate of incorporation, shall be\ngreater than the proportion prescribed by this chapter in the absence of\nsuch provision.\n (2) That the proportion of votes of shares, or votes of shares of a\nparticular class or series of shares, that shall be necessary at any\nmeeting of shareholders for the transaction of any business or of any\nspecified item of business, including amendments to the certificate of\nincorporation, shall be greater than the proportion prescribed by this\nchapter in the absence of such provision.\n (b) An amendment of the certificate of incorporation which changes or\nstrikes out a provision permitted by this section, shall be authorized\nat a meeting of shareholders by two-thirds of the votes of the shares\nentitled to vote thereon, or of such greater proportion of votes of\nshares, or votes of shares of a particular class or series of shares, as\nmay be provided specifically in the certificate of incorporation for\nchanging or striking out a provision permitted by this section.\n (c) If the certificate of incorporation of any corporation contains a\nprovision authorized by this section, the existence of such provision\nshall be noted conspicuously on the face or back of every certificate\nfor shares issued by such corporation, except that this requirement\nshall not apply to any corporation having any class of any equity\nsecurity registered pursuant to Section twelve of the Securities\nExchange Act of 1934, as amended.\n
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