§ 89. Voting shares; by-laws; amendment of certificate of
incorporation. 1. No capital stock other than membership shares shall be
given voting power in a worker cooperative, except as otherwise provided
in this article.

2. In accordance with section six hundred one of the business
corporation law, the power to amend or repeal by-laws of a worker
cooperative shall be in the members only, except to the extent the
directors are authorized to amend or repeal the by-laws in accordance
with said section six hundred one.

3. The provisions of article eight of the business corporation law
shall be construed to limit voting on any amendment of the certificate
of incorporation of a worker cooperative to the members, except that
non-member stockholders shall participate in such voting in accordance
with section eight hundred three of the business corporation law where a
proposed amendment would adversely affect the rights of such non-member
stockholders as provided in subparagraphs two and three of paragraph (a)
and paragraph (b) of section eight hundred four of such law.