2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 608 - Quorum at Meeting of Members.

§ 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.