(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 articles of incorporation or Section 79-4-10.21 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.
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