Amendment of bylaws by board of directors or shareholders

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:(a) The articles of incorporation or this chapter reserves that power exclusively to the shareholders in whole or in part; or(b) Except as provided in s. 607.0206(5), the shareholders, in amending, repealing, or adopting the bylaws generally or a particular bylaw provision, expressly provide that the board of directors may not amend, repeal, adopt, or reinstate the bylaws generally or that particular bylaw provision.(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.(3) A shareholder does not have a vested property right resulting from any provision in the bylaws.History.—s. 106, ch. 89-154; s. 128, ch. 2019-90.