(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adopted, amended or repealed by a majority of the votes cast by the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by the shareholders, by-laws may also be adopted, amended or repealed by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adopted by the board may be amended or repealed by the shareholders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.
Structure New York Laws
602 - Meetings of Shareholders.
603 - Special Meeting for Election of Directors.
605 - Notice of Meetings of Shareholders.
607 - List of Shareholders at Meetings.
610 - Selection of Inspectors at Shareholders' Meetings.
611 - Duties of Inspectors at Shareholders' Meetings.
612 - Qualification of Voters.
613 - Limitations on Right to Vote.
615 - Written Consent of Shareholders, Subscribers or Incorporators Without a Meeting.
616 - Greater Requirement as to Quorum and Vote of Shareholders.
617 - Voting by Class or Classes of Shares.
619 - Powers of Supreme Court Respecting Elections.
620 - Agreements as to Voting; Provision in Certificate of Incorporation as to Control of Directors.
621 - Voting Trust Agreements.
623 - Procedure to Enforce Shareholder's Right to Receive Payment for Shares.
624 - Books and Records; Right of Inspection, Prima Facie Evidence.
625 - Infant Shareholders and Bondholders.
628 - Liability of Subscribers and Shareholders.
629 - Certain Transfers or Assignments by Shareholders or Subscribers; Effect.
630 - Liability of Shareholders for Wages Due to Laborers, Servants or Employees.