(a) The initial by-laws of a corporation may be adopted by its
incorporators at the organization meeting and, if not so adopted by the
incorporators, by its board. Any reference in this chapter to a "by-law
adopted by the members" includes a by-law adopted by the incorporators.
(b) Subject to section 612 (Limitations on right to vote), the by-laws
may be adopted, amended or repealed by the members at the time entitled
to vote in the election of directors and, unless otherwise provided in
the certificate of incorporation or the by-laws adopted by the members,
by the board.
(c) Any by-law adopted by the board may be amended or repealed by the
members and, unless otherwise provided in the certificate of
incorporation or the by-laws adopted by the members, any by-law adopted
by the members may be amended or repealed by the board.
(d) In the case of a corporation which is subject, under any other law
of this state, to regulation or control by a governmental body or
officer, such body or officer may, to the extent provided in such other
law, in furtherance of its or his authority to regulate or control:
(1) Adopt, amend or repeal by-laws.
(2) Amend or repeal any by-law adopted by the members or the board.
(e) 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adopted, amended or repealed by the board, there shall be set forth in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 the members for the election of
directors the by-law so adopted, amended or repealed, together with a
concise statement of the changes made.
(f) 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 members, directors or officers, not inconsistent
with this chapter or any other statute of this state or the certificate
of incorporation.
(g) In the case of residential not-for-profit corporations, changes
including the adoption, amendment or repeal of the by-laws by the board
of directors shall be provided to the members, stockholders, and
delegates of such corporation in writing, by physical or electronic
means, within ten days of such adoption.
Structure New York Laws
NPC - Not-For-Profit Corporation
604 - Special Meeting for Election of Directors.
605 - Notice of Meeting of Members.
607 - List or Record of Members at Meetings.
608 - Quorum at Meeting of Members.
610 - Selection of Inspectors at Meetings of Members; Duties.
612 - Limitations on Right to Vote.
614 - Action by Members Without a Meeting.
615 - Greater Requirement as to Quorum and Vote of Members.
616 - Voting by Class of Members.
618 - Power of Supreme Court Respecting Elections.
619 - Agreements by Members as to Voting.
621 - Books and Records; Right of Inspection; Prima Facie Evidence.