(1) AMENDMENT BY BOARD OF DIRECTORS. A bank’s board of directors may amend or repeal the bank’s bylaws or adopt new bylaws, except to the extent that any of the following applies: (a) The articles of incorporation, s. 221.0503 or any other provision of this chapter reserve that power exclusively to the shareholders. (b) The shareholders, in adopting, amending or repealing a particular bylaw, provided in the bylaws that the board of directors may not amend, repeal or readopt that bylaw. (2) AMENDMENT BY SHAREHOLDERS. A bank’s shareholders may amend or repeal the bank’s bylaws or adopt new bylaws, even though the board of directors may also amend or repeal the bank’s bylaws or adopt new bylaws.
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