N.Y. Cooperative Corporations Law § 12: Amendments to certificate of incorporation

§ 12. Amendments to certificate of incorporation. The certificate of

incorporation of any cooperative corporation may be amended as approved

by the affirmative vote of two-thirds of the members voting thereon at

any regular or special meeting, or, if the corporation permits its

members to vote on the basis of patronage, by the affirmative vote of a

majority of the members and of two-thirds of the patronage, voting

thereon, provided that the certificate as amended be authorized by the

provisions of this chapter applicable to such corporation. A written or

printed notice of the proposed amendment and of the time and place of

the meeting to vote thereon shall be delivered to each member, or mailed

to his last known address as shown by the books of the corporation, or

published in a periodical issued by the corporation and mailed to all

members, at least twenty days prior to any such meeting. If the

amendment adversely affects the preferential rights of any outstanding

shares, any holder of such shares not voting in favor of such change may

object to it at or before such meeting by filing his written objection

with the secretary of the corporation and demanding payment for his

shares of stock at their fair value as provided in section six hundred

twenty-three of the business corporation law. No amendment affecting the

preferential rights of any member or class of members, or any

shareholder or class of shareholders, as set forth in the certificate of

incorporation, shall be adopted until the written consent of the holders

of two-thirds of such preferential rights has been obtained and filed

with the corporation. In the case of a cooperative corporation which has

adopted the delegate plan of voting at a convention, the vote to be

taken as provided herein may be taken at a convention meeting and the

required vote shall be two-thirds of the delegates present and voting.

The amended certificate shall be subscribed and acknowledged by the

president or a vice-president and the secretary or an assistant

secretary, who shall annex an affidavit stating that they have been

authorized to execute and file such certificate by the votes required by

this section and in the manner herein prescribed.