47-1A-1020. Amendment by board of directors or shareholders.
A corporation’s shareholders may amend or repeal the corporation’s bylaws.
A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless:
(1)The articles of incorporation or §47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or
(2)The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Source: SL 2005, ch 239, §246.