N.Y. Business Corporation Law § 601: By-laws

§ 601. By-laws.

(a) The initial by-laws of a corporation shall be adopted by its

incorporator or incorporators at the organization meeting. Thereafter,

subject to section 613 (Limitations on right to vote), by-laws may be

adopted, amended or repealed by a majority of the votes cast by the

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

When so provided in the certificate of incorporation or a by-law adopted

by the shareholders, by-laws may also be adopted, amended or repealed by

the board by such vote as may be therein specified, which may be greater

than the vote otherwise prescribed by this chapter, but any by-law

adopted by the board may be amended or repealed by the shareholders

entitled to vote thereon as herein provided. Any reference in this

chapter to a "by-law adopted by the shareholders" shall include a by-law

adopted by the incorporator or incorporators.

(b) 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 shareholders, directors or officers, not

inconsistent with this chapter or any other statute of this state or the

certificate of incorporation.