Amendment of Bylaws by Board of Directors or Shareholders
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A corporation's board of directors may amend or repeal the corporation's bylaws unless:
The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or
The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.