Section 602. By-laws  


Latest version.
  • (a)  The  initial  by-laws  of  a  corporation  may  be adopted by its
      incorporators at the organization meeting and, if not so adopted by  the
      incorporators,  by its board. Any reference in this chapter to a "by-law
      adopted by the members" includes a by-law adopted by the incorporators.
        (b) Subject to section 612 (Limitations on right to vote), the by-laws
      may be adopted, amended or repealed by the members at the time  entitled
      to  vote  in the election of directors and, unless otherwise provided in
      the certificate of incorporation or the by-laws adopted by the  members,
      by the board.
        (c)  Any by-law adopted by the board may be amended or repealed by the
      members  and,  unless  otherwise  provided   in   the   certificate   of
      incorporation  or the by-laws adopted by the members, any by-law adopted
      by the members may be amended or repealed by the board.
        (d) In the case of a corporation which is subject, under any other law
      of this state, to regulation  or  control  by  a  governmental  body  or
      officer,  such body or officer may, to the extent provided in such other
      law, in furtherance of its or his authority to regulate or control:
        (1) Adopt, amend or repeal by-laws.
        (2) Amend or repeal any by-law adopted by the members or the board.
        (e) 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      adopted,  amended  or repealed by the board, there shall be set forth in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  the  members  for  the  election  of
      directors  the  by-law  so adopted, amended or repealed, together with a
      concise statement of the changes made.
        (f) 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 members, directors or officers, not inconsistent
      with  this chapter or any other statute of this state or the certificate
      of incorporation.