Wis. Stat. § 181.1021: Amendment of bylaws by directors and members.

(1) By board. A corporation’s board may amend or repeal the corporation’s bylaws or adopt new bylaws except to the extent that any of the following applies:

(a) The articles of incorporation or any other provision of this chapter reserves that power exclusively to the members.

(b) The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw.

(2) By members with voting rights. A corporation’s members with voting rights may amend or repeal the corporation’s bylaws or adopt new bylaws even though the board may also amend or repeal the corporation’s bylaws or adopt new bylaws.