N.Y. BNK Law § 6001

§ 6001. By-laws. 1. The initial by-laws of a corporation shall be\nadopted by its incorporators. Except as otherwise provided in the\norganization certificate under section six thousand thirteen, by-laws\nmay be amended, repealed or adopted by vote of the holders of the shares\nat the time entitled to vote in the election of any directors. When so\nprovided in the organization certificate, a by-law adopted by the\nstockholders or a by-law validly adopted prior to the effective date of\nthis article, by-laws may also be amended, repealed or adopted by the\nboard, but any by-law adopted by the board may be amended or repealed by\nthe stockholders entitled to vote thereon as herein provided. Any\nreference in this article to a "by-law adopted by the stockholders"\nshall include a by-law adopted by the incorporators.\n 2. If any by-law regulating an impending election of directors is\nadopted, amended or repealed by the board, there shall be set forth in\nthe notice of the next meeting of stockholders for the election of\ndirectors the by-law so adopted, amended or repealed, together with a\nconcise statement of the changes made.\n 3. The by-laws may contain any provision relating to the business of\nthe corporation, the conduct of its affairs, its rights or powers or the\nrights or powers of its stockholders, directors, committees or officers,\nnot inconsistent with this chapter or any other statute of this state or\nthe organization certificate.\n