Section 31E-10-1020 - Amendment by board of directors or members(a) A corporation's members entitled to vote may amend or repeal the corporation's bylaws.(b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless: (1) The articles of incorporation or section one thousand twenty-one of this article reserve that power exclusively to the members in whole or part; or(2) The members in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.W. Va. Code § 31E-10-1020