Kentucky Statutes 271B.10-200 – Amendment by board of directors or shareholders
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(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
(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A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.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.
(a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or
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A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.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.