California Corporations Code Section 12330

(a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended or repealed by the board unless the action would: (1) Materially and adversely affect the rights or obligations of members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital; (2) Increase or decrease the number or members authorized in total or for any class; (3) Effect an exchange, reclassification or cancellation of all or part of the memberships; or (4) Authorize a new class of membership. (b) Bylaws may be adopted, amended or repealed by approval of the members (Section 12224); provided, however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would: (1) Materially and adversely affect the rights or obligations of that class as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital, in a manner different than such action affects another class; (2) Materially and adversely affect such class as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital, by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for such class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or (6) Authorize a new class of memberships. (c) The articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws, subject to subdivision (e) of Section 12331. (d) Bylaws may also provide that repeal or amendment of those bylaws, or the repeal or amendment of specified portions of those bylaws, may occur only with the approval in writing of a specified person or persons other than the board or members.