17-6009.   Bylaws; adoption, amendment or repeal; contents.(a) The right to adopt, amend or repeal bylaws of any corporation inexistence on July 1, 1972, shall be vested in the corporation's board ofdirectors, unless otherwise provided in such corporation's articles ofincorporation and subject to the right of the stockholders to adopt, amend orrepeal the bylaws. For all other corporations,the originalor other bylaws of a corporation may be adopted, amended orrepealed by the incorporators, unless the initialdirectors were named in the articles of incorporation, or, beforea corporation has received any payment for any of its stock or, in the caseof a nonstock corporation, before any person has been admitted to membership inthe corporation, by its boardof directors or governing body, as the case may be. After a corporation hasreceived any payment for any of itsstock or, in the case of a nonstock corporation, after any person has beenadmitted to membership in the corporation,the power to adopt, amend or repeal bylaws shall be inthe stockholders entitled to vote or,in the case of a nonstock corporation, in its membersentitled to vote except that, any corporation, in its articlesof incorporation, may confer the power to adopt, amend or repeal bylawsuponthe directors or, in the case of a nonstock corporation, upon its governingbody by whatever name designated. The fact that such power has been soconferred upon the directors or governing body, as the case may be, shallnot divest the stockholders or members of the power, nor limit their powerto adopt, amend or repeal bylaws.

      (b)   The bylaws may contain any provision, not inconsistent with law orwith the articles of incorporation, relating to the business of thecorporation,the conduct of its affairs, and its rights or powers or the rights or powersof its stockholders, directors, officers or employees.

      History:   L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1;L. 1988, ch. 99, § 4; Revived and amend., L. 1988, ch. 100, § 4;L. 1992, ch. 270, § 2; July 1.