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New York Business Corporations Law Section 601 - By-laws.

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  § 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  adopted, amended or repealed by a majority of  the  votes  cast  by  the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  by the shareholders, by-laws may also be adopted, amended or repealed by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  adopted  by  the  board  may  be amended or repealed by the shareholders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.

Last modified: August 9, 2006