Art. 2.23. Bylaws A. The initial bylaws of a corporation shall be adopted by its board of directors.The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. B. A corporation's board of directors may amend or repeal the corporation's bylaws, or adopt new bylaws, unless: (1) the articles of incorporation or this Act reserves the power exclusively to the shareholders in whole or part; or (2) the shareholders in amending, repealing, or adopting a particular bylaw expressly provide that the board of directors may not amend or repeal that bylaw. C. Unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise as to all or some portion of a corporation's bylaws, a corporation's shareholders may amend, repeal, or adopt the corporation's bylaws even though the bylaws may also be amended, repealed, or adopted by its board of directors. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1973, 63rd Leg., p. 1494, ch. 545, Sec. 14, eff. Aug. 27, 1973; Acts 1987, 70th Leg., ch. 93, Sec. 9, eff. Aug. 31, 1987.

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