RSA 293-A:10.20: 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 amend or repeal the corporation's bylaws, unless:

(1) the articles of incorporation, RSA 293-A:10.21 or, if applicable, RSA 293-A:10.22 reserve that power exclusively to the shareholders in whole or part; or

(2) except as provided in RSA 293-A:2.06(d), the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.