55-10-20. Amendment by board of directors or shareholders.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws, except to the extent otherwise provided in the articles of incorporation or a bylaw adopted by the shareholders or this Chapter, and except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally. The limitations set forth in this subsection on the ability of a corporation's board of directors to amend or repeal the corporation's bylaws shall not apply to any amendment to the extent that it is effected pursuant to G.S. 55-7-31(f).
(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A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. (1955, c. 1371, s. 1; 1959, c. 1316, ss. 2, 3; 1973, c. 469, s. 4; 1989, c. 265, s. 1; 2018-45, s. 15.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 55 - North Carolina Business Corporation Act
Article 10 - Amendment of Articles of Incorporation and Bylaws.
§ 55-10-01 - Authority to amend.
§ 55-10-02 - Amendment by board of directors.
§ 55-10-03 - Amendment by board of directors and shareholders.
§ 55-10-04 - Voting on amendments by voting groups.
§ 55-10-05 - Amendment before issuance of shares.
§ 55-10-06 - Articles of amendment.
§ 55-10-07 - Restated articles of incorporation.
§ 55-10-09 - Effect of amendment.
§ 55-10-20 - Amendment by board of directors or shareholders.