KRS 271B.10-200: Amendment by board of directors or shareholders.

(1) A corporation's board of directors may amend or repeal the corporation's

bylaws unless:

(a) The articles of incorporation or this chapter reserve this power exclusively

to the shareholders in whole or part; or

(b) The shareholders in amending or repealing a particular bylaw provide

expressly that the board of directors may not amend or repeal that bylaw.

(2) A corporation's shareholders may amend or repeal the corporation's bylaws

even though the bylaws may also be amended or repealed by its board of

directors.

(3) A shareholder of the corporation shall not have a vested property right resulting

from any provision in the bylaws.