(1) A corporation‘s board of directors may amend or repeal the corporation‘s bylaws unless:
(a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or

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Terms Used In Kentucky Statutes 271B.10-200

  • Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
  • Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400

(b) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.
(3) A shareholder of the corporation shall not have a vested property right resulting from any provision in the bylaws.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 193, sec. 8, effective June 29, 2017. — Created 1988 Ky. Acts ch. 23, sec. 112, effective January 1, 1989.