(a) The board of directors of a corporation shall adopt initial bylaws.
(b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.
(c) A corporation's board of directors may amend or repeal bylaws or adopt new bylaws unless:
(1) the corporation's certificate of formation or this code wholly or partly reserves the power exclusively to the corporation's shareholders; or
(2) in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the board of directors may not amend, repeal, or readopt that bylaw.