California · Corporations Code

CORP §211: Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212.

What this law says, in plain English

Bylaws can be adopted, amended, or repealed through approval by outstanding shares or by board approval, with exceptions noted in Section 212.

Read the full statutory text

Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212. Subject to subdivision (a)(5) of Section 204, the articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws.

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