2012 New York Consolidated Laws
CCO - Cooperative Corporations
Article 2 - (10 - 18) FORMATION AND DISSOLUTION OF COOPERATIVE CORPORATIONS; CLASSES; POWERS; BY-LAWS
12 - Amendments to certificate of incorporation.

 
    §  12.  Amendments to certificate of incorporation. The certificate of
  incorporation of any cooperative corporation may be amended as  approved
  by  the  affirmative vote of two-thirds of the members voting thereon at
  any regular or special meeting,  or,  if  the  corporation  permits  its
  members  to vote on the basis of patronage, by the affirmative vote of a
  majority of the members and  of  two-thirds  of  the  patronage,  voting
  thereon,  provided  that the certificate as amended be authorized by the
  provisions of this chapter applicable to such corporation. A written  or
  printed  notice  of  the proposed amendment and of the time and place of
  the meeting to vote thereon shall be delivered to each member, or mailed
  to his last known address as shown by the books of the  corporation,  or
  published  in  a  periodical issued by the corporation and mailed to all
  members, at least  twenty  days  prior  to  any  such  meeting.  If  the
  amendment  adversely  affects the preferential rights of any outstanding
  shares, any holder of such shares not voting in favor of such change may
  object to it at or before such meeting by filing his  written  objection
  with  the  secretary  of  the  corporation and demanding payment for his
  shares of stock at their fair value as provided in section  six  hundred
  twenty-three of the business corporation law. No amendment affecting the
  preferential   rights  of  any  member  or  class  of  members,  or  any
  shareholder or class of shareholders, as set forth in the certificate of
  incorporation, shall be adopted until the written consent of the holders
  of two-thirds of such preferential rights has been  obtained  and  filed
  with the corporation. In the case of a cooperative corporation which has
  adopted  the  delegate  plan  of  voting at a convention, the vote to be
  taken as provided herein may be taken at a convention  meeting  and  the
  required  vote  shall be two-thirds of the delegates present and voting.
  The amended certificate shall be  subscribed  and  acknowledged  by  the
  president  or  a  vice-president  and  the  secretary  or  an  assistant
  secretary, who shall annex an affidavit  stating  that  they  have  been
  authorized to execute and file such certificate by the votes required by
  this section and in the manner herein prescribed.