A. A corporation's shareholders may amend or repeal the corporation's bylaws. B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist: (1) The articles of incorporation, R.S. 12:1-1021 or, if applicable, R.S. 12:1-1022 reserve that power exclusively to the shareholders in whole or part. (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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