New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 611. Qualification of voters;  fixing record date to determine eligibility to vote;  voting entitlement

(a) The by-laws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members or any adjournment thereof.  Such record date shall not be more than fifty nor less than ten days before the date of the meeting.

(b) Any member in good standing, otherwise eligible to vote, is entitled to vote at any meeting of members, except that, if the certificate of incorporation or the by-laws so provide, the by-laws may provide or, in the absence of such provision, the board may fix a date as the record date for the purpose of determining the members entitled to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive any distribution or the allotment of any rights, or for the purpose of any other action by the members.  Such record date shall not be more than fifty nor less than ten days before the date of the meeting.

(c) If the certificate of incorporation or the by-laws provide for a record date, as authorized by paragraph (b), and no record date is fixed:

(1) The record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.

(2) The record date for determining members for any purpose other than that specified in subparagraph (1) shall be at the close of business on the day on which the resolution of the board relating thereto is adopted.

(d) When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting.

(e) In any case in which a member is entitled to vote, he shall have no more than, nor less than, one vote;  except that if a corporation has an organization as a member, the certificate of incorporation or by-laws may provide that such organization shall be entitled to votes substantially proportionate to its membership.


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