For the purposes of this article:
Only persons engaged in the production of agricultural products, or cooperative corporations of such producers organized under the laws of this or any other state, shall be eligible for membership in any agricultural marketing or purchasing corporation formed or operated under the provisions of this article. The terms and conditions of membership shall be prescribed in the by-laws. The board of directors shall be chosen at the time and place and for terms fixed by the by-laws, but at least one-fourth of the directors must be elected annually.
The by-laws may provide for their amendment by the board of directors; but any amendment adopted by the board which affects the preferential rights or obligations of the members or stockholders shall be reported to the next annual meeting of the corporation, and if not affirmatively approved thereat shall cease to be in effect. Such by-laws reported to the annual meeting may be adopted, repealed or amended on the affirmative vote of two-thirds of the members, stockholders or delegates voting thereon at a meeting held after due written notice setting forth the proposed action and the purpose of the meeting.
N.Y. Coop. Corp. Law § 111