Final answer:
D. To amend, repeal or adopt new by-laws, majority of the outstanding capital stock
The false statement about corporate bylaws is that a simple majority of the outstanding capital stock is sufficient to amend, repeal or adopt new by-laws; in fact, significant changes often require a supermajority. For significant changes to corporate governance, such as amending bylaws, a two-thirds majority is commonly needed.
Step-by-step explanation:
The false statement regarding corporate bylaws is: 'To amend, repeal or adopt new by-laws, majority of the outstanding capital stock'.
Generally, amending or repealing corporate bylaws requires more than a simple majority vote to ensure the stability and governance of the corporation aren't changed too easily. Ordinary business decisions might require just a majority vote, but supermajority votes are often needed for significant changes like altering bylaws.
In the case of delegating authority to a Board of Directors (BOD) to amend, repeal, or adopt new bylaws, a two-thirds vote of the outstanding capital stock is typically required.
Revoking that delegated power also requires a two-thirds vote of the outstanding shares. This reflects the high level of consensus needed for actions that can significantly impact the corporate structure and governance.
For the hypothetical scenario in the Darkroom Windowshade Company, to change the company's top management, a minimum number of investors holding more than half of the shares must agree.
If investors 1 and 2 vote together, they control 38% of the shares (20,000 + 18,000 = 38,000; 38,000/100,000 = 38%), which is less than the majority, so they cannot be certain of always getting their way in company decisions without additional support.