2006 New York Code - By-laws.

 
  § 602. By-laws.
    (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  may be adopted, amended or repealed by the members at the time  entitled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    (c)  Any by-law adopted by the board may be amended or repealed by the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  by the members may be amended or repealed by the board.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  adopted,  amended  or repealed by the board, there shall be set forth in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  directors  the  by-law  so adopted, amended or repealed, together with a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.