35-14-1020. Authority to amend. (1) A corporation's shareholders may amend or repeal the corporation's bylaws.
(2) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(b) except as provided in 35-14-206(4), the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.
(3) A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.