2006 New York Code - By-laws.

 
    § 6001.  By-laws.  1.  The  initial  by-laws of a corporation shall be
  adopted by its  incorporators.  Except  as  otherwise  provided  in  the
  organization  certificate  under  section six thousand thirteen, by-laws
  may be amended, repealed or adopted by vote of the holders of the shares
  at the time entitled to vote in the election of any directors.  When  so
  provided  in  the  organization  certificate,  a  by-law  adopted by the
  stockholders or a by-law validly adopted prior to the effective date  of
  this  article,  by-laws  may also be amended, repealed or adopted by the
  board, but any by-law adopted by the board may be amended or repealed by
  the stockholders entitled  to  vote  thereon  as  herein  provided.  Any
  reference  in  this  article  to  a "by-law adopted by the stockholders"
  shall include a by-law adopted by the incorporators.
    2. 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  adopted,  amended  or repealed by the board, there shall be set forth in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  stockholders  for  the  election  of
  directors  the  by-law  so adopted, amended or repealed, together with a
  concise statement of the changes made.
    3. 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 stockholders, directors, committees or officers,
  not inconsistent with this chapter or any other statute of this state or
  the organization certificate.