PART 2. AMENDMENT OF BYLAWS.
§31E-10-1020. Amendment by board of directors or members.
(a) A corporation's members entitled to vote 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 articles of incorporation or section one thousand twenty-one of this article reserve that power exclusively to the members in whole or part; or

(2) The members in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.