New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 613. Vote of members

(a) Except as otherwise required by this chapter or by the certificate of incorporation or the by-laws as permitted by this chapter, directors shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election.

(b) Whenever any corporate action, other than the election of directors, is to be taken under this chapter by vote of the members, it shall, except as otherwise required by this chapter or by the certificate of incorporation or by by-laws as permitted by this chapter, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.

(c) Except as provided in paragraph (b), any reference in this chapter to corporate action at a meeting of members by “majority vote” or “two-thirds vote” shall require the action to be taken by such proportion of the votes cast at such meeting, provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum.  Blank votes or abstentions shall not be counted in the number of votes cast.


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