California Code, Corporations Code - CORP § 211

Bylaws may be adopted, amended or repealed either by approval of the outstanding shares ( Section 152 ) or by the approval of the board, except as provided in Section 212 .  Subject to subdivision (a)(5) of Section 204 , the articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws.

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