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Requirement to effect the amendment of the by-laws of a corporation

A. Majority vote of the board of directors
B. Majority vote of the outstanding capital
C. Vote of 2/3 of the outstanding capital stock
D. Majority vote of the board of directors and majority vote of the outstanding capital stock

1 Answer

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Final answer:

To amend the by-laws of a corporation, a supermajority vote, typically involving either a majority or two-thirds of the board of directors or outstanding capital stock, is often required. This is similar to the supermajority necessary for constitutional amendments in the U.S. government. The option (C) is correct.

Step-by-step explanation:

The requirement to effect the amendment of the by-laws of a corporation typically involves a supermajority vote. While most ordinary laws and legislative changes can be made with a simple majority, which is 50 percent + 1 vote, changes to by-laws or other significant documents within a corporation often require a more significant level of agreement. In the context of the question, the alteration of by-laws would need the approval of either a majority or a supermajority of the board of directors, shareholders, or outstanding capital stock.

For example, in the U.S. Constitution, proposing amendments requires a two-thirds supermajority vote in both the House of Representatives and the Senate, while ratification requires the approval of three-quarters of the state legislatures. This is an instance where a supermajority vote is essential to effect such a significant change. When it comes to corporations, similar principles often apply; however, the exact requirement can vary based on the laws of the state where the corporation is incorporated and the corporation's laws. Therefore, option (C) is correct.

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