(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's bylaws unless: (1) The certificate of incorporation, section 33-808 or, if applicable, section 33-809 reserves that power exclusively to the shareholders in whole or part; or (2) except as provided in subsection (d) of section 33-640, the shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.
(P.A. 94-186, S. 129, 215; P.A. 96-271, S. 96, 254; P.A. 03-18, S. 16; P.A. 09-55, S. 16; P.A. 12-32, S. 9.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 03-18 added new Subsec. (a) re shareholder amendment or repeal of bylaws, redesignated existing Subsec. (a) as new Subsec. (b) and amended same by deleting reference to Secs. 33-600 to 33-998, adding references to Sec. 33-808, adopting a bylaw and reinstating a bylaw and making technical changes, and deleted former Subsec. (b) re shareholder amendment or repeal of bylaws, effective July 1, 2003; P.A. 09-55 amended Subsec. (b) to add in Subdiv. (1) “or, if applicable, section 33-809”, to replace in Subdiv. (2) “a particular bylaw” with “a bylaw” and to make technical changes; P.A. 12-32 amended Subsec. (b)(2) to add exception to Sec. 33-640(d).
Board of directors can amend corporation's bylaws, but only if bylaws or certificate of incorporation does not reserve such power to the shareholders. 72 CA 426.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.