- The power to adopt, amend, or repeal bylaws of a stock/nonstock corporation shall always be in the stockholders/members entitled to vote; provided, however, that the charter may confer such power also (i.e., not exclusively) upon the directors/governing body. The incorporators and initial directors/governing body named in the charter may adopt, amend, or repeal the bylaws; the board of a stock corporation may do so only before the corporation has received any payment for any of its stock.
- “The bylaws may contain any provision, not inconsistent with law or with the charter, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in § 115 of this title.”