Bylaws may be adopted, amended or repealed by the affirmative vote or by the written consent of holders of a majority of the outstanding shares of the corporation entitled to vote. However, a bylaw amendment which reduces the fixed number of directors to a number less than three (3) shall not be effective if the votes cast against the amendment or the shares not consenting to its adoption are equal to more than 16 2/3 percent of the outstanding shares entitled to vote.