(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The charter or chapters 11-27 of 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A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.Acts 1986, ch. 887, § 10.20.
Tennessee Legal Code