10-33-25. Organization

10-33-25. Unless reserved by the articles to the members with voting rights, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the members with voting rights exercisable in the manner provided in subsection 3 to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. 3. The bylaws may be amended in the manner provided in the articles or bylaws. a. In the absence of such a provision, the following bylaws amendments are subject to approval by the members with voting rights: (1) Fixing a quorum for meetings of members; (2) Prescribing procedures for: (a) Removing directors; (b) Filling vacancies in the board; and (c) Fixing the number of directors or their classifications, qualifications, or terms of office; (3) Removing or adding members; or (4) Increasing or decreasing the vote required for member action. b. The board may adopt or amend a bylaw provision to increase the number of directors with the approval of the members with voting rights. 4. Unless the articles or bylaws provide otherwise, at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. a. The resolution must contain the provisions proposed for adoption, amendment, or repeal. b. The limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in section 10-33-15, for amendment of the articles, except that board approval is not required.