§ 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.