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This entry was published on 2014-09-22
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Business Corporation (BSC) CHAPTER 4, ARTICLE 6
§ 601. By-laws.

(a) The initial by-laws of a corporation shall be adopted by its
incorporator or incorporators at the organization meeting. Thereafter,
subject to section 613 (Limitations on right to vote), by-laws may be
adopted, amended or repealed by a majority of the votes cast by the
shares at the time entitled to vote in the election of any directors.
When so provided in the certificate of incorporation or a by-law adopted
by the shareholders, by-laws may also be adopted, amended or repealed by
the board by such vote as may be therein specified, which may be greater
than the vote otherwise prescribed by this chapter, but any by-law
adopted by the board may be amended or repealed by the shareholders
entitled to vote thereon as herein provided. Any reference in this
chapter to a "by-law adopted by the shareholders" shall include a by-law
adopted by the incorporator or incorporators.

(b) 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 shareholders, directors or officers, not
inconsistent with this chapter or any other statute of this state or the
certificate of incorporation.