§ 602. By-laws.\n (a) The initial by-laws of a corporation may be adopted by its\nincorporators at the organization meeting and, if not so adopted by the\nincorporators, by its board. Any reference in this chapter to a "by-law\nadopted by the members" includes a by-law adopted by the incorporators.\n (b) Subject to section 612 (Limitations on right to vote), the by-laws\nmay be adopted, amended or repealed by the members at the time entitled\nto vote in the election of directors and, unless otherwise provided in\nthe certificate of incorporation or the by-laws adopted by the members,\nby the board.\n (c) Any by-law adopted by the board may be amended or repealed by the\nmembers and, unless otherwise provided in the certificate of\nincorporation or the by-laws adopted by the members, any by-law adopted\nby the members may be amended or repealed by the board.\n (d) In the case of a corporation which is subject, under any other law\nof this state, to regulation or control by a governmental body or\nofficer, such body or officer may, to the extent provided in such other\nlaw, in furtherance of its or his authority to regulate or control:\n (1) Adopt, amend or repeal by-laws.\n (2) Amend or repeal any by-law adopted by the members or the board.\n (e) If any by-law regulating an impending election of directors is\nadopted, amended or repealed by the board, there shall be set forth in\nthe notice of the next meeting of the members for the election of\ndirectors the by-law so adopted, amended or repealed, together with a\nconcise statement of the changes made.\n (f) The by-laws may contain any provision relating to the business of\nthe corporation, the conduct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 members, directors or officers, not inconsistent\nwith this chapter or any other statute of this state or the certificate\nof incorporation.\n (g) In the case of residential not-for-profit corporations, changes\nincluding the adoption, amendment or repeal of the by-laws by the board\nof directors shall be provided to the members, stockholders, and\ndelegates of such corporation in writing, by physical or electronic\nmeans, within ten days of such adoption.\n
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