N.Y. Not-for-Profit Corporation Law § 612: Limitations on right to vote

§ 612. Limitations on right to vote.

The certificate of incorporation or the by-laws may provide, either

absolutely or contingently, that the members of any class shall not be

entitled to vote, or it may limit or define the matters on, and the

circumstances in, which a member or a class of members shall be entitled

to vote, and, except as otherwise provided in this chapter, such

provisions of the certificate of incorporation or the by-laws shall

prevail, according to their tenor, in all elections and in all

proceedings, over the provisions of this chapter which authorize any

action by the members, but no such denial, limitation or definition of

voting rights shall be effective unless at the time one or more classes

of members, singly or in the aggregate, are entitled to full voting

rights.