BYLAWSxml:namespace prefix = o /

1. A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they were named in the certificate of incorporation, or, before a corporation has received any payment for any of its stock, by its board of directors. After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the board of directors, or, in the case of a nonstock corporation, in its governing body; provided, however, any corporation, in its certificate of incorporation, may confer the power to adopt, amend or repeal bylaws upon the shareholders entitled to vote or, in the case of a nonstock corporation, upon its members entitled to vote. The fact that such power has been so conferred upon the shareholders or members, as the case may be, shall not divest the board of directors or governing body of the power, nor limit their power to adopt, amend or repeal bylaws.
2. B. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.

Laws 1986, c. 292, § 13, eff. November 1, 1986; Amended by Laws 2001, SB 610, c. 405, § 4, eff. November 1, 2001 (superseded document available).