N.Y. Banking Law § 6001: By-laws

§ 6001. By-laws. 1. The initial by-laws of a corporation shall be

adopted by its incorporators. Except as otherwise provided in the

organization certificate under section six thousand thirteen, by-laws

may be amended, repealed or adopted by vote of the holders of the shares

at the time entitled to vote in the election of any directors. When so

provided in the organization certificate, a by-law adopted by the

stockholders or a by-law validly adopted prior to the effective date of

this article, by-laws may also be amended, repealed or adopted by the

board, but any by-law adopted by the board may be amended or repealed by

the stockholders entitled to vote thereon as herein provided. Any

reference in this article to a "by-law adopted by the stockholders"

shall include a by-law adopted by the incorporators.

2. If any by-law regulating an impending election of directors is

adopted, amended or repealed by the board, there shall be set forth in

the notice of the next meeting of stockholders for the election of

directors the by-law so adopted, amended or repealed, together with a

concise statement of the changes made.

3. The by-laws may contain any provision relating to the business of

the corporation, the conduct of its affairs, its rights or powers or the

rights or powers of its stockholders, directors, committees or officers,

not inconsistent with this chapter or any other statute of this state or

the organization certificate.