21-2,159. Amendment by board of directors or shareholders.
(MBCA 10.20) (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 21-2,160 reserves that power exclusively to the shareholders in whole or part; or
(2) Except as provided in subsection (d) of section 21-224, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Source
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