Massachusetts General Laws Part I. Administration of the Government (Ch. 1-182) Ch. 156D, § 10.20

(a) The power to make, amend or repeal bylaws shall be in the shareholders.  If authorized by the articles of organization, or by the bylaws pursuant to authorization in the articles, the board of directors may also make, amend or repeal bylaws in whole or in part, except with respect to any provision thereof which by virtue of an express provision in this chapter, the articles of organization, or the bylaws, requires action by the shareholders.

(b) Not later than the time of giving notice of the meeting of shareholders next following the making, amending or repealing by the board of directors of any bylaw, notice stating the substance of the action taken by the board of directors shall be given to all shareholders entitled to vote on amending the bylaws.  Any action taken by the board of directors with respect to the bylaws may be amended or repealed by the shareholders.