N.Y. Relig. Corp. Law § 47
Whenever the trustees of any free church in communion with the Protestant Episcopal church heretofore or hereafter organized under the provisions of article nine of this act shall desire to change the management of its affairs and the form of government of the corporation by substituting a vestry in place of such trustees, such change may be made in the following manner: The trustees of any free church having first obtained the written consent of the ecclesiastical authority of the diocese to such change may by an affirmative vote of not less than two-thirds determine by resolution reciting the consent of such ecclesiastical authority and duly recorded in the minutes of such church to change the management of its affairs by substituting a vestry in place of such trustees to manage the affairs of such corporation and free church with the same powers, duties and privileges as are now possessed and exercised by churchwardens and vestrymen in churches of the Protestant Episcopal church organized under this article, but subject to the provisions of section one hundred and eighty-three of this chapter and for the purposes set forth in the certificate of incorporation of such free church and for no other purposes; such resolution shall fix the day, either a Sunday or a secular day, upon which the annual election shall be held, the number to constitute such vestry which shall be two churchwardens and either three, six, nine, twelve, fifteen, eighteen, twenty-one or twenty-four vestrymen as may be determined, and shall also designate the persons to be such churchwardens, and vestrymen, to act until the annual election, and copies of such resolution, together with a statement of the vote of the trustees adopting the same certified under the seal of the corporation and verified by the president and secretary thereof, shall be filed in the office of the secretary of state and also in the office of the clerk of the county in which such church or corporation is located. Upon and after the filing of such certificate, the churchwardens and vestrymen named in said resolution and their successors in office, together with the rector when there shall thereafter be one, shall form the vestry and shall be the vestry and shall constitute the corporation; and at the first annual election the churchwardens and vestrymen shall be divided into classes and their respective terms of office fixed and shall be elected by the persons qualified to vote for the churchwardens and vestrymen in churches or congregations of the Protestant Episcopal church and the provisions of this article shall govern such election and all future elections and all acts of such vestry, subject to the provisions of section one hundred and eighty-three of this chapter.
N.Y. Relig. Corp. Law § 47