Section 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.