N.Y. Not-for-Profit Corporation Law § 613: Vote of members

§ 613. Vote of members.

(a) Except as otherwise required by this chapter or by the certificate

of incorporation or the by-laws as permitted by this chapter, directors

shall be elected by a plurality of the votes cast at a meeting of

members by the members entitled to vote in the election.

(b) Whenever any corporate action, other than the election of

directors, is to be taken under this chapter by vote of the members, it

shall, except as otherwise required by this chapter or by the

certificate of incorporation or by by-laws as permitted by this chapter,

be authorized by a majority of the votes cast at a meeting of members by

the members entitled to vote thereon.

(c) Except as provided in paragraph (b), any reference in this chapter

to corporate action at a meeting of members by "majority vote" or

"two-thirds vote" shall require the action to be taken by such

proportion of the votes cast at such meeting, provided that the

affirmative votes cast in favor of any such action shall be at least

equal to the quorum. Blank votes or abstentions shall not be counted in

the number of votes cast.