New York Consolidated Laws

N.Y. Business Corporation Law § 614 (2026)

Vote of shareholders

✓ current as of May 2026

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§ 614. Vote of shareholders.
  (a) Directors shall, except as otherwise required by this chapter or
by the by-laws or certificate of incorporation as permitted by this
chapter, be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election.
  (b) Whenever any corporate action, other than the election of
directors, is to be taken under this chapter by vote of the
shareholders, it shall, except as otherwise required by this chapter or
by the certificate of incorporation as permitted by this chapter or by
the specific provisions of a by-law adopted by the shareholders, be
authorized by a majority of the votes cast in favor of or against such
action at a meeting of shareholders by the holders of shares entitled to
vote thereon. Except as otherwise provided in the certificate of
incorporation or the specific provision of a by-law adopted by the
shareholders, an abstention shall not constitute a vote cast.

Notes of Decisions

Cited in 9 cases, 1988–2014 · leading case: Bank of New York Co. v. Irving Bank Corp., 139 Misc. 2d 665 (N.Y. Sup. Ct. 1988).

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Bank of New York Co. v. Irving Bank Corp., 139 Misc. 2d 665 (N.Y. Sup. Ct. 1988). · cites it 2× “The court turns, therefore, to the Business Corporation Law. Business Corporation Law § 614 governs the voting requirements for the election of directors of a corporation: "(a) Directors shall, except as otherwise required by this chapter or by the certificate of incorporation…”

Bank of New York Co. v. Irving Bank Corp., 140 Misc. 2d 508 (N.Y. Sup. Ct. 1988). · cites it 3× “THE LAW Business Corporation Law § 614 (b) states that any corporate action to be taken at a shareholders’ meeting (other than election of directors) must "be authorized by a majority of the votes cast”.”

Ench v. Breslin, 241 A.D.2d 475 (N.Y. App. Div. 1997). “When all the shareholders of a corporation agree that it is necessary or desirable to require the unanimous consent of the board of directors for corporate action for which consent of the board of directors is required, and further consent to the amendment of the certificate to…”

Stile v. Antico, 272 A.D.2d 403 (N.Y. App. Div. 2000). “It is well settled that a simple majority vote of shareholders is sufficient to amend corporate bylaws unless the certificate of incorporation provides otherwise (see, Business Corporation Law § 614 [b]; Model, Roland & Co.”

East Midtown Plaza Hous. Co. v. Cuomo, 981 N.E.2d 240 (NY 2012). “5 Second, the reference to “all outstanding shares” in section 1001 clarifies that a dissolution vote must be passed not merely by two thirds of those voting at the shareholder meeting *173 (see Business Corporation Law § 614 [b] [unless otherwise specified in the Business…”

276-8 Pizza Corp. v. Free, 118 A.D.3d 591 (N.Y. App. Div. 2014). “As respondent holds 60% of the corporation’s voting shares, the lawsuit was impermissibly brought without his authorization (see Business Corporation Law § 614 [b]). Under the circumstances, he is entitled to intervene as of right, since he has established that his interest…”

Sadock v. Lady Ester Lingerie Corp., 221 A.D.2d 272 (N.Y. App. Div. 1995). “The shareholders’ agreement allows as many as seven directors and Business Corporation Law § 614 provides that only a plurality vote is necessary where, as here, the certificate of incorporation does not state otherwise.”

Ronnen v. Ajax Elec. Motor Corp., 222 A.D.2d 1021 (N.Y. App. Div. 1995). “The election of directors is one of the fundamental decisions in which shareholders may take part in governing the conduct of the corporation (see, United States v Wallach, 935 F2d 445, 462; see also, Business Corporation Law §§ 614, 703 [a]).”

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