The certificate of incorporation, the proprietary lease (in some cases called occupancy agreements)
and the by-laws are the three underlying documents that form the engine running your cooperative. The by-laws are considered by the courts to be a contract among the shareholders. As such, they will be enforced except when they are found to be unworkable, contrary to the certificate of incorporation or contrary to law.
The by-laws should be re-evaluated from time to time since conditions affecting cooperatives and their operations constantly change as a result of recent court decisions and changes in the law, as well as the experiences of the board of directors in dealing with these by-laws over the years. The procedure by which by-laws are amended is usually contained within the by-laws itself.
Knowing the Procedure
Some cooperative by-laws provide that an amendment may be made by majority vote of the board of directors. Other cooperatives have by-laws which provide that only the shareholders may amend. Some require a majority vote and others require a super majority (usually two-thirds or 75 percent). Thus, the first place to look in determining how your by-laws can be amended is in the by-laws themselves. In all cases, where a vote of shareholders is required, a shareholder meeting must be called for that purpose. The next place to look is the certificate of incorporation of your cooperative. While the procedure to amend by-laws is ordinarily not contained in the cooperative's certificate of incorporation, it should be checked to make sure.