Exhibit 3.1

BYLAWS

OF

FOREST OIL CORPORATION

RESTATED AS OF FEBRUARY 14, 2001

AS AMENDED BY

AMENDMENTS NO. 1, NO. 2, NO. 3 and NO. 4

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.Annual meetings of shareholders shall be held on the second Wednesday in May of each year if not a legal
holiday, and if a legal holiday, then on the next business day following, at 10 a.m., or at such other date and time as may be fixed from time to time by the board of directors at such place
within or without the State of New York as may be fixed from time to time by the board of directors and all as stated in the notice of the meeting, at which meeting the shareholders shall elect by a
plurality of the votes cast at such meeting persons nominated to serve on the board of directors and transact such other business as may be properly brought before the meeting.

Section 2.Special meetings of shareholders for any purpose or purposes may be held at such place within or without
the State of New York as shall be fixed from time to time by the board of directors, or if no such place is so fixed, or whenever shareholders entitled to call a special meeting shall call the same,
at Denver, Colorado. Except as otherwise prescribed by these bylaws, by statute or by the certificate of incorporation, special meetings of shareholders may be called by the board of directors or the
chairman of the board or the chief executive officer, at such time as may be fixed by the person or persons calling the same and as shall be stated in the notice of said meeting, except when the New
York Business Corporation Law confers upon the shareholders the right to demand the call of such meeting and fix the time thereof.

Section 3.Written notice of each annual or special meeting of shareholders shall specify the place, date and hour
thereof and, if such meeting is a special meeting, the purpose or purposes for which the meeting is called, and that the call is being issued by or at the direction of the person or persons calling
the meeting. Such notice shall be given personally, by electronic transmission or by mail, postage prepaid, not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each shareholder of record entitled to vote thereat, or who, by reason of any action proposed at such meeting, would be entitled to have his stock voted or appraised if such action
were taken. If such notice shall be by mail, it shall be directed to such shareholder at his post office address, as it appears in the record of shareholders of the corporation or, if he shall have
filed with the secretary of the corporation a written request that notice to him be mailed to some other address, then directed to him at such other address.

Section 4.All matters to be considered and brought before any annual or special meeting of shareholders of the
corporation, whether or not such matter is to be included in the corporation's proxy statement prepared pursuant to the federal securities laws, including the proxy rules set forth in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), shall be properly brought before any such meeting only if in compliance with the procedures set forth in this Section 4.



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ARTICLE II

QUORUM AND VOTING OF STOCK

Section 1.The holders of a majority of the shares of stock issued and outstanding and entitled to vote, present in
person, or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy may adjourn the meeting from
time to time to another time or place without notice, other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.If a quorum is present the affirmative vote of the holders of a majority of the votes represented at the
meeting by shares of stock entitled to vote shall be the act of the shareholders, unless a greater or lesser vote is required or permitted by law, by the certificate of incorporation or by these
bylaws.

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Section 3.A shareholder may vote either in person or by proxy executed in writing or by electronic means by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date thereof, unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing it or by his personal representatives or assigns except in those cases where an irrevocable proxy is permitted by law.

Section 4.The chairman of any meeting of the shareholders shall determine the method of voting (which may be viva
voce, by rising, by show of hands or by ballot) upon each matter submitted to the meeting for action unless a shareholder present and entitled to vote upon any matter shall request a ballot vote
thereon, in which case such matter shall be voted upon by ballot.

ARTICLE III

DIRECTORS

Section 1.The business of the corporation shall be conducted and managed by a board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised by the
shareholders. The number of directors which shall constitute the whole board shall not be less than six (6) and not more than fifteen (15) as shall be established from time to time by
resolution passed by a majority of the whole board of directors, provided that no decrease shall shorten the term of any incumbent director.

Section 2.The directors shall be classified with respect to their terms of office by dividing them into three
(3) classes established by action of the shareholders or of the board of directors.

At
each Annual Meeting of Shareholders, directors to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting.

Any
director may resign at any time. The board of directors may, by majority vote of all directors then in office, remove a director for cause. A director may be removed without cause by
the affirmative vote of the holders of two-thirds of the votes represented by all the outstanding shares entitled to vote thereon at a meeting of shareholders called for that purpose.

Section 3.Except as otherwise provided in the certificate of incorporation, vacancies occurring in the board of
directors shall be filled in the following manner:



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ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1.The first meeting of each newly elected board of directors may be held without notice immediately following
the annual meeting of shareholders, at the same place at which the annual meeting was held or at such time and place as shall be stated in a duly executed waiver of notice of such meeting.

Section 2.Regular meetings of the board of directors may be held upon such notice, or without notice, and at such
time and at such place as shall from time to time be determined by the board of directors. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

Section 3.Special meetings of the board of directors may be called by the chairman of the board, the president, the
secretary or any two (2) directors and notice thereof may be oral or in writing and in the latter case may be given by telegraph. If notice is given orally, it shall be given not less than
forty-eight (48) hours before such meeting and if given electronically, the electronic transmission notifying each director shall be sent not less than two (2) full days
before the meeting, except where a Saturday, Sunday or other holiday intervenes between the time when the notice is given and the date of the meeting in which event the time for such notice shall be
increased by one day for each such day so intervening. If written notice, other than by telegraph, is given it shall be mailed to each director not less than five (5) days before the meeting.

Section 4.Whenever there are six (6) directors or less, two (2) directors shall constitute a quorum,
but whenever there are more than six (6) directors one-third (1/3) of the directors shall constitute a quorum for the transaction of business unless a greater number
is required by law, by the certificate of incorporation or by these bylaws. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by law, by the certificate of incorporation or by these bylaws. If a quorum shall not be present at any meeting of directors, the directors
present may adjourn the meeting from time to time to another time or place, without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present.

Section 5.Subject to the provisions of the certificate of incorporation or any provisions of these bylaws, any action
required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 6.Any one or more members of the board of directors or any committee thereof may participate in any meeting
of such board or committee by means of a conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by
such means shall constitute presence in person at such meeting.

ARTICLE V

COMMITTEES

Section 1.The board of directors, by resolution adopted by a majority of the entire board, may designate from among
its members an executive committee of the board and/or other committees, each consisting of two (2) or more directors or such other number of directors as required by applicable legal or
exchange listing requirements and each of which, to the extent provided in such resolution, shall have all the authority of the board, except as otherwise provided by law. Vacancies in the membership
of any committee may be filled by the board at a regular or special meeting.

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Section 2.Each committee so designated by the board, by vote of a majority of its members, shall fix its own times
and places of meeting, shall determine the number of its members constituting a quorum (but not less than two (2) members of the committee) for the transaction of business, and shall prescribe
its own rules of procedure, no change in which shall be made save by a majority vote of its members. All committees shall keep regular minutes of their proceedings and report the same to the board
when required, and their actions shall be subject to review by the board, provided that no rights of third parties shall be affected by such review.

ARTICLE VI

OFFICERS

Section 1.The board of directors shall, at its meeting following the annual meeting of shareholders, choose such of
the following officers and fill any additional office that it may at such time designate:



One
or more other Vice Presidents and Assistant Officers as determined by the Board.

The
chief executive officer may, but need not be, chosen from among the directors. The chairman of the board shall be chosen from among the directors.

Section 2.The term of office of all officers shall be one year or until the next annual meeting of shareholders and
until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the board of directors. A vacancy in any
office arising from any cause may be filled for the unexpired portion of the term by the board of directors.

Section 3.The chairman of the board shall be an ex-officio member or a member of all committees and shall
freely consult with the board of directors and keep them fully informed concerning the business of the corporation. The chairman of the board shall preside at all meetings of the board of directors
and shall perform such other duties from time to time conferred upon him by the board of directors, including without limitation, the responsibility for internal auditing.

Section 4.The chief executive officer shall have the responsibility for the general and active management of the
business of the corporation and shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, as the case may be, at all meetings of the board of directors and
shall perform such other duties as may be assigned to him by the board of directors.

Section 5.The president, any executive vice president, or senior vice president shall, when required, perform the
duties and exercise the powers of the chief executive officer.

Section 6.The chairman of the board may, but need not be, chairman of the executive committee. The chairman of the
executive committee may be any director appointed by the board. He shall preside at all meetings of such committee and shall have such other powers and duties as may, from time to time, be prescribed
by the executive committee of the board.

Section 7.The secretary shall keep the minutes of all meetings of the board of directors, and the minutes of all
meetings of the shareholders and all outstanding committees, in books provided for that

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purpose;
he shall attend to the giving and serving of all required notices of meetings of the shareholders and of the board of directors; he shall affix the seal of the corporation to all contracts,
documents and other instruments when so ordered by the board of directors; he shall have charge of the certificate books, transfer books and share ledgers, and such other books and papers as the board
of directors may direct, and he shall perform all the duties incident to the office of secretary.

Section 8.The treasurer shall have the care and custody of the funds and other valuable effects, including the
securities of the corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as have heretofore been or
hereafter may be designated by the board of directors. He shall disburse the funds of the corporation as ordered by the board of directors, taking proper vouchers for such disbursements, and shall
render to the chairman of the board, as the case may be, and the board of directors, as required, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 9.The controller shall be responsible for the books of account, for the preparation of financial statements,
budgets and forecasts. The controller shall be responsible for the supervision of the accounting department and shall, under the supervision of the controller, be responsible for the books of account
and for the preparation of such other financial data as shall be assigned to him from time to time by the controller. The board of directors may divide the powers, duties and responsibilities of the
controller and assign them to two or more persons and designate them controller of the assigned area or areas of responsibility, but regardless of such special designation each such Controller shall
be considered an "officer" for all purposes.

Section 10.The assistant vice presidents, assistant secretaries, assistant treasurers, assistant controllers shall,
when required, perform the duties and exercise the power of any vice president, the secretary, treasurer or controller, respectively.

Section 11.All other officers of the corporation shall have such powers and duties as generally pertain to their
respective offices, and as from time to time may be prescribed by the board of directors.

Section 12.Unless otherwise ordered by the board of directors, the chairman of the board, the president, or, when
required, any vice president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of security holders of corporations in which the
corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the
corporation might have possessed and exercised, if present. The board of directors by resolution from time to time may confer like powers upon any other person or persons.

Section 13.Assumption of the authority and the exercise of the power of any officer by a subordinate officer shall be
deemed to be required under Sections 5, 10 and 12 of this Article VI when the superior officer shall be absent, disabled or incapacitated or when he shall request such subordinate
officer to assume such authority or exercise such power.

Section 14.Certain vice presidents of this corporation may, from time to time, have titles or designations conferred
upon them by the board of directors which distinguish them from other vice presidents of this corporation, but regardless of such special title or designation each such officer shall be considered a
"vice president" for all purposes, including the execution of any and all instruments and the exercise of any and all power and authority provided for elsewhere in these bylaws or conferred upon him
from time to time by the shareholders or the board of directors of this corporation, notwithstanding the fact that such power and authority shall be provided for or conferred upon a "vice president".
Each such officer may, therefore, execute instruments and exercise such power

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and
authority as is conferred upon him either as a "vice president" or in his elected or designated capacity and any such action taken by such officer in either capacity shall be the valid and binding
act of this corporation.

ARTICLE VII

CERTIFICATES REPRESENTING SHARES

Section 1.The certificates for shares of the corporation shall be in such form as shall be determined by the board of
directors and shall be numbered consecutively and entered in the books of the corporation as they are issued. Each certificate shall exhibit the registered holder's name and the number and class of
shares, and shall be signed by the chairman of the board, the president or a vice president and the treasurer or an assistant treasurer or the secretary or an assistant secretary, and shall bear the
seal of the corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent or registered by a registrar (other than the corporation or an employee of the
corporation), the signature of any of the officers referred to in the preceding sentence may be a facsimile signature. In case any officer who signed, or whose facsimile signature or signatures were
placed on any such certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the corporation with the same effect as if he were such officer
at the date of issue.

Section 2.The corporation may issue a new share certificate or certificates in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum and with such sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3.Upon surrender to the corporation or any transfer agent of the corporation of a certificate for shares duly
indorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and by funds required for transfer stamps and transfer taxes, it shall be the duty of the corporation or
such transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4.Except as otherwise provided by law, the corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable or legal claim to or interest in such share or shares on the part of any other person.

Section 5.For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting or for the purpose of determining shareholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the board of directors may fix, in advance, a record date. Such date shall not
be more than sixty (60) nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days prior to any other action.

In
each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the
related purpose,

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notwithstanding
any registration of transfer of shares on the books of the corporation after any such record date so fixed.

Section 6.Notwithstanding any provision of this Article VII to the contrary, the board of directors of the
corporation, in its sole discretion, may provide by resolution that some or all of any or all classes and series of the corporation's shares shall be uncertificated shares, provided that such
resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Except as otherwise expressly provided by law, the rights and obligations of
holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. The board may further provide by
resolution for the duties and responsibilities of the corporation's transfer agent concerning the issue, transfer and registration of uncertificated stock of the corporation, in addition to any other
requirements under applicable law, the certificate of incorporation and these Bylaws.

ARTICLE VIII

GENERAL PROVISIONS

Section 1.The seal of the corporation shall be in the form of two concentric circles and between such circles the
words "FOREST" and "OIL" and the numerals "19" and "16" shall be inserted at the top, bottom left and right thereof respectively. In the center of the inner circle there shall be a
derrick lamp with a keystone inscribed on its face and in the middle of the keystone the initials "F 0" shall be inscribed vertically, all in accordance with the form impressed upon the margin
of this page.

(FORM
OF SEAL)

GRAPHIC

Section 2.Whenever a notice is required to be given by any statute, the certificate of incorporation, or these
bylaws, a waiver thereof in writing signed by the person or persons entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to such notice. In addition, any
shareholder attending a meeting of shareholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any director attending a meeting
of the board of directors without protesting prior to the meeting or at its commencement such lack of notice shall be conclusively deemed to have waived notice of such meeting.

Section 3.All checks and drafts on the corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money, and all endorsements thereof, executed on behalf of the corporation, shall be signed by such officer or officers, agent
or agents or such other person or persons as may have heretofore been or hereafter may be thereunto authorized by these bylaws or by the board of directors, which may in its discretion authorize any
such signatures to be facsimile.

All
contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by such officer or officers, agent or agents or such other person or
persons as may have
heretofore been or hereafter may be thereunto, authorized by these bylaws or from time to time by the board of directors.

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Such officer or officers as may have heretofore been or hereafter may be designated by the board of directors shall be authorized to sign and issue proxies to vote the shares of stock of
other companies standing in the name of the corporation, or consents to action taken or to be taken by such other companies. All such proxies and consents shall be signed in the name of the
corporation.

Section 4.The fiscal year of the corporation shall begin on the first day of January and end on the
thirty-first day of December in each year.

ARTICLE IX

INDEMNIFICATION

Except to the extent expressly prohibited by the New York Business Corporation Law, the corporation shall indemnify each person made or threatened to be made a
party to any action or proceeding whether civil or criminal and whether by or in the right of the corporation or otherwise, by reason of the fact that such person or such person's testator or
intestate is or was either (a) a director or officer of the corporation (including a director or officer who serves or served as an officer of any operating or service division of the
corporation), or (b) a director or officer of the corporation who serves or served at the request of the corporation any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity (any such person described in clause (a) or (b) or any other person indemnified by the board of directors of the corporation pursuant to the
authority hereinafter provided is herein referred to as an "Indemnified Person"), against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees,
incurred in connection with such action or proceeding or any appeal therein; provided, however, that no such indemnification shall be made if a judgment or other final adjudication adverse to such
Indemnified Person establishes that either (i) such Indemnified Person's acts were committed in bad faith, or were the result of active and deliberate dishonesty, and were material to the cause
of action so adjudicated, or (ii) such Indemnified Person personally gained in fact a financial profit or other advantage to which he or she was not legally entitled; and provided further that
no such indemnification shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless ordered by a court or if not so
ordered shall be authorized in the specific case:



The
corporation shall advance or promptly reimburse upon request any Indemnified Person for all expenses, including attorneys' fees, reasonably incurred in defending any action or
proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if such Indemnified Person is ultimately found not
to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such Indemnified Person is entitled; provided,
however, that

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such
Indemnified Person shall cooperate in good faith with any request by the corporation that common counsel be utilized by the parties to an action or proceeding who are similarly situated unless to
do so would be inappropriate due to actual or potential differing interests between or among such parties.

The
board of directors of the corporation is authorized to provide indemnification and advancement of expenses to such other persons as the board shall determine from time to time in its
sole discretion.

It
is not intended that this bylaw shall be deemed to be the exclusive method of indemnification for an Indemnified Person. Any Indemnified Person shall be entitled to seek
indemnification and advancement of expenses under any statute, rule, regulation, certificate of incorporation, bylaw, insurance policy, contract or otherwise, which may be available to such
Indemnified Person.

Anything
in these bylaws to the contrary notwithstanding, no elimination of this bylaw, and no amendment of this bylaw adversely affecting the right of any Indemnified Person to
indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to such Indemnified Person of such action, and no elimination of or amendment to this
bylaw shall deprive any Indemnified Person of his or her rights hereunder arising out of alleged or actual occurrences, acts or failures to act which had their origin prior to such 60th day.

The
corporation shall not, except by elimination or amendment of this bylaw in a manner consistent with the preceding paragraph, take any corporate action or enter into any agreement
which prohibits, or otherwise limits the rights of any Indemnified Person to indemnification or advancement of expenses in accordance with the provisions of this bylaw. If the corporation fails within
30 days after a written claim has been received by the corporation to make any payment in accordance with the indemnification and advancement of expenses provision of this bylaw, the
Indemnified Person may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnified Person shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the Indemnified Person has not met the standards of
conduct which make it permissible under this bylaw to indemnify the Indemnified Person for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure
of the corporation (including its board of directors, legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified
Person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this bylaw, nor an actual determination by the corporation (including its board of
directors, legal counsel, or its stockholders), that the Indemnified Person has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the
Indemnified Person has not met the applicable standard of conduct.

The
indemnification and right to advancement of expenses of any Indemnified Person provided by this bylaw shall continue after such Indemnified Person has ceased to be a director,
officer or employee of the corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators and legal representatives.

The
corporation is authorized to enter into agreements with any of its directors, officers, employees or other persons extending rights to indemnification and advancement of expenses to
such person to the fullest extent permitted by applicable law, but the failure to enter into any such agreement shall not affect or limit the rights of such person pursuant to this bylaw, it being
expressly recognized hereby that all directors and officers of the corporation, by serving as such after adoption hereof, are acting in reliance hereon and that the corporation is estopped to contend
otherwise.

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In
case any provision in this bylaw shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the
affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the corporation to afford Indemnification and advancement of expenses to Indemnified
Persons to the fullest extent permitted by law.

For
purposes of this bylaw, the term "corporation" shall include any legal successor to the corporation, including any corporation which acquires: all or substantially all of the assets
of the corporation in one or more transactions.

ARTICLE X

AMENDMENTS

Section 1.The board of directors shall have the power to amend, repeal or adopt bylaws at any regular or special
meeting of the board. However, any bylaws adopted by the board may be amended or repealed by vote of the holders of shares entitled at the time to vote for the election of directors.

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