35-1-234. Bylaw amendment by board of directors or shareholders.
35-1-234. Bylaw amendment 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 reserve this power exclusively to the shareholders in whole or part; or
(b) the shareholders in amending, adding, or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(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A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
History: En. Sec. 121, Ch. 368, L. 1991.