N.Y. BSC Law § 601

§ 601. By-laws.\n (a) The initial by-laws of a corporation shall be adopted by its\nincorporator or incorporators at the organization meeting. Thereafter,\nsubject to section 613 (Limitations on right to vote), by-laws may be\nadopted, amended or repealed by a majority of the votes cast by the\nshares at the time entitled to vote in the election of any directors.\nWhen so provided in the certificate of incorporation or a by-law adopted\nby the shareholders, by-laws may also be adopted, amended or repealed by\nthe board by such vote as may be therein specified, which may be greater\nthan the vote otherwise prescribed by this chapter, but any by-law\nadopted by the board may be amended or repealed by the shareholders\nentitled to vote thereon as herein provided. Any reference in this\nchapter to a "by-law adopted by the shareholders" shall include a by-law\nadopted by the incorporator or incorporators.\n (b) 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 shareholders, directors or officers, not\ninconsistent with this chapter or any other statute of this state or the\ncertificate of incorporation.\n