(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, RSA 293-A:10.21 or, if applicable, RSA 293-A:10.22 reserve that power exclusively to the shareholders in whole or part; or (2) except as provided in RSA 293-A:2.06(d), 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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