N.Y. Not-for-Profit Corporation Law § 611: Qualification of voters; fixing record date to determine eligibility to vote; voting entitlement

§ 611. Qualification of voters; fixing record date to determine

eligibility to vote; voting entitlement.

(a) The by-laws may provide or, in the absence of such provision, the

board may fix, in advance, a date as the record date for the purpose of

determining the members entitled to notice of any meeting of members or

any adjournment thereof. Such record date shall not be more than fifty

nor less than ten days before the date of the meeting.

(b) Any member in good standing, otherwise eligible to vote, is

entitled to vote at any meeting of members, except that, if the

certificate of incorporation or the by-laws so provide, the by-laws may

provide or, in the absence of such provision, the board may fix a date

as the record date for the purpose of determining the members entitled

to vote at any meeting of members or any adjournment thereof, or to

express consent to or dissent from any proposal without a meeting, or

for the purpose of determining members entitled to receive any

distribution or the allotment of any rights, or for the purpose of any

other action by the members. Such record date shall not be more than

fifty nor less than ten days before the date of the meeting.

(c) If the certificate of incorporation or the by-laws provide for a

record date, as authorized by paragraph (b), and no record date is

fixed:

(1) The record date for the determination of members entitled to vote

at a meeting of members shall be at the close of business on the day

next preceding the day on which notice is given, or, if no notice is

given, the day on which the meeting is held.

(2) The record date for determining members for any purpose other than

that specified in subparagraph (1) shall be at the close of business on

the day on which the resolution of the board relating thereto is

adopted.

(d) When a determination of members of record entitled to notice of or

to vote at any meeting of members has been made as provided in this

section, such determination shall apply to any adjournment thereof,

unless the board fixes a new record date under this section for the

adjourned meeting.

(e) In any case in which a member is entitled to vote, he shall have

no more than, nor less than, one vote; except that if a corporation has

an organization as a member, the certificate of incorporation or by-laws

may provide that such organization shall be entitled to votes

substantially proportionate to its membership.