a. The stockholders of a subsidiary capital stock state association shall have the power to make, alter, and repeal bylaws. The directors of the mutual state association holding company which holds stock in the subsidiary capital stock state association shall vote the shares held by the mutual state association holding company.

b. If the certificate of incorporation of the subsidiary capital stock state association so provides, the directors of the subsidiary capital stock state association may have the power to make, alter and repeal bylaws, but any exercise of this power by the board of directors shall be subject to alteration or repeal by the stockholders. The bylaws may contain any provision not inconsistent with law for the regulation of the affairs of the subsidiary capital stock state association.

c. If a board of directors is empowered by the bylaws to make, alter, and repeal bylaws it may not, however, exercise this power with respect to bylaws:

(1) Fixing the number of directors of the subsidiary capital stock state association or the manner and time of determining this number;

(2) Establishing the requirement for calling a special meeting of the stockholders; or

(3) Setting forth the manner in which the bylaws may be made, altered, or repealed.

L.1989,c.165,s.19.