13.1-714 - Amendment of bylaws by board of directors or shareholders. - Virginia Statutes

§ 13.1-714. Amendment of bylaws by board of directors or shareholders.

A. A corporation's shareholders may amend or repeal the corporation's bylaws.

B. A corporation's board of directors may amend or repeal the corporation'sbylaws except to the extent that:

1. The articles of incorporation or this chapter reserves that powerexclusively to the shareholders; or

2. Except as provided in subsection D of § 13.1-624, the shareholders inamending, repealing, or adopting a bylaw expressly provide that the board ofdirectors may not amend, repeal, or reinstate that bylaw.

(Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2005, c. 765;2010, c. 782.)