A.R.S. § 10-1020: Amendment by board of directors or shareholders

A. A corporation's board of directors may amend or repeal the corporation's bylaws unless either:

1. The articles of incorporation or chapters 1 through 17 of this title reserve this power exclusively to the shareholders in whole or part.

2. The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

B. A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by the board of directors.