RS 12:1-1020: Amendment by board of directors or shareholders

A. A corporation's shareholders may amend or repeal the corporation's bylaws.

B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist:

(1) The articles of incorporation, R.S. 12:1-1021 or, if applicable, R.S. 12:1-1022 reserve that power exclusively to the shareholders in whole or part.

(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.