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A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
Vermont Legal Code