10-1020. Amendment by board of directors or
shareholders


A. A corporation's board of directors may amend or repeal the corporation's bylaws
unless either:


1. The articles of incorporation or chapters 1 through 17 of this title reserve
this power exclusively to the shareholders in whole or part.


2. The shareholders in amending or repealing a particular bylaw provide expressly
that the board of directors may not amend or repeal that bylaw.


B. A corporation's shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by the board of directors.