§ 709. Greater requirement as to quorum and vote of directors.

(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 directors that shall constitute a quorum
for the transaction of business or of any specified item of business
shall be greater than the proportion prescribed by this chapter in the
absence of such provision.

(2) That the proportion of votes of directors that shall be necessary
for the transaction of business or of any specified item of business
shall be greater than the proportion prescribed by this chapter in the
absence of such provision.

(b) An amendment by the members of the certificate of incorporation or
of the by-laws which adds a provision permitted by this section or which
changes or strikes out such a provision, shall be authorized by vote of
two-thirds of the members entitled to vote or of such greater proportion
as may be provided specifically in the certificate of incorporation or
the by-law for adding, changing or striking out a provision permitted by
this section.

(c) If there are no members, an amendment by the board of directors of
the certificate of incorporation or the by-law which adds a provision
permitted by this section or which changes or strikes out such a
provision, shall be authorized at a meeting by vote of two-thirds of the
entire board, or of such greater proportion as may be provided
specifically in the certificate of incorporation or the by-law for
adding, changing or striking out a provision permitted by this section.