§ 13.1-714 – Amendment of bylaws by board of directors or shareholders
A. A corporation’s shareholders may amend or repeal the corporation’s bylaws.
B. A corporation’s board of directors may amend or repeal the corporation’s bylaws except to the extent that:
1. The articles of incorporation or § 13.1-715 reserves that power exclusively to the shareholders; or
2. Except as provided in subsection E of § 13.1-624, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
C. A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.