Amendment of bylaws by board of directors or shareholders

Amendment of bylaws by board of directors or shareholders. — (1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (a) The articles of incorporation or this chapter reserves that power exclusively to the shareholders in whole or in part; or (b) Except as provided in s. 607.0206 (5), the shareholders, in amending, repealing, or adopting the bylaws generally or a particular bylaw provision, expressly provide that the board of directors may not amend, repeal, adopt, or reinstate the bylaws generally or that particular bylaw provision. (2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. (3) A shareholder does not have a vested property right resulting from any provision in the bylaws.