N.Y. Bus. Corp. Law § 614

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