N.Y. Cooperative Corporations Law § 89

§ 89. Voting shares; by-laws; amendment of certificate of\nincorporation. 1. No capital stock other than membership shares shall be\ngiven voting power in a worker cooperative, except as otherwise provided\nin this article.\n 2. In accordance with section six hundred one of the business\ncorporation law, the power to amend or repeal by-laws of a worker\ncooperative shall be in the members only, except to the extent the\ndirectors are authorized to amend or repeal the by-laws in accordance\nwith said section six hundred one.\n 3. The provisions of article eight of the business corporation law\nshall be construed to limit voting on any amendment of the certificate\nof incorporation of a worker cooperative to the members, except that\nnon-member stockholders shall participate in such voting in accordance\nwith section eight hundred three of the business corporation law where a\nproposed amendment would adversely affect the rights of such non-member\nstockholders as provided in subparagraphs two and three of paragraph (a)\nand paragraph (b) of section eight hundred four of such law.\n