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