Sec. 33-806. Amendment by shareholders or board of directors.
Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws.
(b) A corporation's board of directors may amend or repeal the corporation's bylaws
unless: (1) The certificate of incorporation or section 33-808 reserves such power exclusively to the shareholders in whole or part; or (2) the shareholders, in amending, repealing
or adopting a particular bylaw, expressly provide that the board of directors may not
amend, repeal or reinstate that bylaw.
(P.A. 94-186, S. 129, 215; P.A. 96-271, S. 96, 254; P.A. 03-18, S. 16.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 added new Subsec. (a) re shareholder amendment
or repeal of bylaws, redesignated existing Subsec. (a) as new Subsec. (b) and amended same by deleting reference to Secs.
33-600 to 33-998, adding references to Sec. 33-808, adopting a bylaw and reinstating a bylaw and making technical changes,
and deleted former Subsec. (b) re shareholder amendment or repeal of bylaws, effective July 1, 2003.
Board of directors can amend corporation's bylaws, but only if bylaws or certificate of incorporation does not reserve
such power to the shareholders. 72 CA 426.