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as otherwise provided in the organization certificate under section six thousand thirteen, by-laws may be amended, repealed or adopted by vote of the holders of the shares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also be amended, repealed or adopted by the board, but any by-law adopted by the board
may be amended or repealed by the stockholders entitled to vote thereon as herein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or repealed by the board, there shall be set forth in the notice of the next meeting
of stockholders for the election of directors the by-law so adopted, amended or repealed,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.
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