§ 615. Greater requirement as to quorum and vote of members.

(a) The certificate of incorporation or a by-law adopted by the
members may contain provisions specifying either or both of the
following:

(1) That the proportion of members, or of a class thereof, who shall
be present in person or by proxy at any meeting of members, including a
special meeting for election of directors under section 604 (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 the members, or of a class
thereof, that shall be necessary at any meeting of members 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 or a by-law
adopted by the members which adds a provision permitted by this section
or which changes or strikes out such a provision, shall be authorized at
a meeting of members by vote of the members entitled to cast two-thirds
of the total number of votes entitled to be cast thereon, or of such
greater proportion of such total number of votes or the total number of
votes of a class, as may be provided specifically in the certificate of
incorporation or a by-law adopted by the members for adding, changing or
striking out a provision permitted by this section.

(c) If the certificate of incorporation or a by-law adopted by the
members contains a provision authorized by this section, the existence
of such provision shall be noted conspicuously on the face or back of
every membership certificate or card or capital certificate issued by
such corporation.