Va. Code § 13.1-714: Amendment of bylaws 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 except to the extent that:1. The articles of incorporation or § 13.1-715 reserves that power exclusively to the shareholders; or2. Except as provided in subsection E of § 13.1-624, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.C. A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.