Can the REI COOP's board of directors amend the bylaws as it pleases?

 After I found out that the REI Board of Directors had amended the bylaws to authorize them to coopt new directors for a longer duration than the next annual election so that they don't have to be approved asap by the membership, I asked the above question to google AI: Can a board of directors amend the bylaws as it pleases? AI's answer below and my reaction is How long until their decision to amend the bylaws is contested? and by whom?

No, a board of directors can't amend bylaws as it pleases; they must follow procedures in the company's Articles, state law, and their own bylaws, often needing shareholder approval for major changes (like director numbers or voting rights), while adhering to fiduciary duties to act in the best interest of the corporation, not just themselves. While boards generally manage affairs, bylaw changes impacting fundamental shareholder rights or requiring higher thresholds often need member consent, making bylaws a balance of board authority and member control. 

Key Factors Governing Bylaw Amendments:

• State Law: Each state has laws (like Washington's RCW 33.08.100 or Massachusetts' Chapter 156D) defining who can amend bylaws and what processes are required.
• Articles of Incorporation & Bylaws: The company's own foundational documents specify amendment procedures and can reserve certain powers (like changing director numbers) for shareholders.
• Board Authority: Boards typically have the power to manage daily affairs and adopt/amend bylaws, but this isn't absolute.
• Shareholder Rights: Bylaws cannot limit shareholder rights in ways that undermine their fundamental role, and changes affecting those rights often require shareholder approval. 

When Board Action May Require Shareholder Approval:

• Changes to Director Numbers, Terms, or Elections.
• Altering Member Voting Rights or Membership Classes.
• Modifying Dissolution or Redemption Procedures.
• Any Provision Explicitly Requiring Member Vote in the Articles or Bylaws. 

The Board's Role & Fiduciary Duty:

• Act in Good Faith: Directors must act in the corporation's and shareholders' best interest, not self-interest.
• Follow Proper Procedures: Even if the board has the power, they must follow notice and voting rules outlined in the documents and state law.
• Consider Consequences: Boards should think about long-term impacts and avoid creating unamendable provisions that harm the organization. 

In essence: Bylaws are a living document, but amendments aren't a free-for-all; they're a governed process balancing board management and shareholder control, with the goal of serving the organization.