§ 16. By-laws. The by-laws may provide for their amendment by the
board of directors; but any amendment adopted by the board shall be
reported to the annual meeting of the corporation and, if not
affirmatively approved thereat, shall cease to be in effect. By-laws may
be adopted, repealed or amended on the affirmative vote of two-thirds of
the members, stockholders or delegates voting thereon at a meeting held
after due written notice setting forth the proposed action and the
purpose of the meeting.