Va. Code § 13.1-892: Amendment of bylaws by board of directors or members

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 § 13.1-893 reserves that power exclusively to the members; or2. The members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.1985, c. 522; 2007, c. 925.