35-14-1020 . Authority to amend. (1) A corporation's shareholders may amend or repeal the corporation's bylaws. (2) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (a) the articles of incorporation, 35-14-1021 , or, if applicable, 35-14-1022 reserves that power exclusively to the shareholders in whole or part; or (b) except as provided in 35-14-206 (4), the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw. (3) A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
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