California Code, Corporations Code - CORP § 9150

(a) “Bylaws,” as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(b) Bylaws may be adopted, amended or repealed as provided in the articles or bylaws and absent any provision, bylaws may be adopted, amended or repealed by approval of the members (Section 5034) or the board, except as provided in subdivision (c).  The articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws subject to subdivision (e) of Section 9151.

(c) Subject to any provision in the articles or bylaws, the power of the board to adopt, amend or repeal bylaws is subject to the powers of members set forth in Section 9151.