What is the requirement to amend the by-laws of a corporation?

The requirement to amend the by-laws of a corporation typically involves both a majority vote of the Board of Directors and a majority vote of the outstanding capital stock. This dual requirement ensures that both the management and the shareholders are in agreement about the changes being made to the governing rules of the corporation.

The Board of Directors is responsible for the day-to-day management and operations of the corporation, and their approval is necessary to confirm that the changes align with the company's strategic direction. On the other hand, requiring a majority vote of the outstanding capital stock ensures that the shareholders, who ultimately have a vested interest in the corporation's governance, also have a say in the amendment process. Together, these requirements help to maintain a balance of power and accountability within the corporate structure.

In contrast, other choices don't address the necessary involvement of both parties. For instance, a majority vote by just the Board of Directors or just the shareholders may not adequately reflect the consensus needed for significant amendments to the by-laws, which could potentially lead to conflicts or dissatisfaction among stakeholders.