N.Y. Not-For-Profit Corp. Law § 612

§ 612. Limitations on right to vote.\n The certificate of incorporation or the by-laws may provide, either\nabsolutely or contingently, that the members of any class shall not be\nentitled to vote, or it may limit or define the matters on, and the\ncircumstances in, which a member or a class of members shall be entitled\nto vote, and, except as otherwise provided in this chapter, such\nprovisions of the certificate of incorporation or the by-laws shall\nprevail, according to their tenor, in all elections and in all\nproceedings, over the provisions of this chapter which authorize any\naction by the members, but no such denial, limitation or definition of\nvoting rights shall be effective unless at the time one or more classes\nof members, singly or in the aggregate, are entitled to full voting\nrights.\n