N.Y. Cooperative Corporations Law § 89: Voting shares; by-laws; amendment of certificate of incorporation

§ 89. Voting shares; by-laws; amendment of certificate of

incorporation. 1. No capital stock other than membership shares shall be

given voting power in a worker cooperative, except as otherwise provided

in this article.

2. In accordance with section six hundred one of the business

corporation law, the power to amend or repeal by-laws of a worker

cooperative shall be in the members only, except to the extent the

directors are authorized to amend or repeal the by-laws in accordance

with said section six hundred one.

3. The provisions of article eight of the business corporation law

shall be construed to limit voting on any amendment of the certificate

of incorporation of a worker cooperative to the members, except that

non-member stockholders shall participate in such voting in accordance

with section eight hundred three of the business corporation law where a

proposed amendment would adversely affect the rights of such non-member

stockholders as provided in subparagraphs two and three of paragraph (a)

and paragraph (b) of section eight hundred four of such law.