(a) A corporation's members entitled to vote 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 or section one thousand twenty-one of this article reserve that power exclusively to the members in whole or part; or (2) The members 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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