(1) The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed.
The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members.
Except as otherwise provided in subsection (4) or (6) of this section:
The bylaws govern all matters relating to the business and affairs of an association;
The affairs of an association governed by the bylaws include, without limitation, therights; duties; authority; liability; indemnification; admission and qualifications of; limitations on and dealings and other relations among and between the managers, officers, agents, members, transferees and other successors to the interest of a member; and the association; and
The bylaws may confer rights on and impose duties, limitations, and other provisionsfor the protection or benefit of any other person or persons, including the public, as third-party beneficiaries.
(4) Except as otherwise provided in subsection (6) of this section:
The bylaws shall control over any provision of this article to the contrary that isdesignated in this article as "a default rule, subject to the bylaws";
The provisions of this article that are so designated shall control only to the extentthat the bylaws do not otherwise provide;
The other provisions of this article shall control over provisions of the bylaws to thecontrary; and
The bylaws shall control only to the extent that such other provisions of this articledo not otherwise provide.
The references in this article to matters that may be addressed in the bylaws and tomatters designated as "default rules, subject to the bylaws" or with respect to which provisions of this article otherwise defer shall not be construed to limit the scope of the matters governed or controlled by the bylaws.
The bylaws may not:
Unreasonably restrict a member's right of access to books and records;
Unreasonably reduce the duty of care of a manager to the association and its members;
Eliminate the obligation of a manager to perform the manager's duty of care in goodfaith; except that the bylaws may determine the standards by which the performance of the obligation is to be measured if such standards are not manifestly unreasonable; or
Except as provided in section 7-63-111 (3) or for the restriction of rights conferredby or arising under the bylaws, restrict the rights of, or impose duties on, persons other than the managers, officers, agents, members and their transferees and other successors, and the association, without the consent of such persons.
(7) Subsections (2) and (3)(c) of this section are default rules, subject to the bylaws.
Source: L. 95: Entire article added, p. 793, § 18, effective May 24.