Amendment by Board of Directors or Shareholders

Amendment by Board of Directors or Shareholders. (a) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (1) The articles of incorporation or this part reserve this power exclusively to the shareholders in whole or in part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 10.20).