New York Not-For-Profit Corporation Law Section 611 - Qualification of voters; fixing record date to determine eligibility to vote; voting entitlement.

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.

Last modified: February 3, 2019