Questions 1. The proper test to determine whether a bylaw is permissible if it defines the process and procedures by which a board of directors makes business decisions. The proposed bylaw was proper for shareholder action. The proposed bylaws would Violate CA law because it would require CA's board to violate its fiduciary duties. The bylaw could be revised to include language or a provision that would reserve to CA's directors their full power to exercise their fiduciary duty to decide whether or not it would be appropriate, in a specific case, to award reimbursement at all