§ 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may be amended, repealed or adopted by vote of the holders of the shares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this article, by-laws may also be amended, repealed or adopted by the
board, but any by-law adopted by the board may be amended or repealed by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adopted, amended or repealed by the board, there shall be set forth in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directors the by-law so adopted, amended or repealed, together with a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.