1. Directors shall, except as otherwise required by this article or by the organization certificate as permitted by this article, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.\n2. Whenever any corporate action, other than the election of directors, is to be taken under this chapter by vote of the stockholders, it shall, except as otherwise required by this chapter or by the organization certificate as permitted by this article, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
New York Legal Code