A corporation's shareholders may amend or repeal the corporation's bylaws.
A corporation's board of directors may amend or repeal the corporation's bylaws, unless:
(1) The articles of incorporation or § 47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or
(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.