11A V.S.A. § 10.20: Amendment by board of directors or shareholders

(a) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(1) the articles of incorporation or this title reserve this power exclusively to the shareholders in whole or in part; or

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

(b) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.