What conditions must be met to amend a corporation's by-laws?

To amend a corporation's by-laws, the correct approach involves obtaining approval from the Board of Directors followed by ratification from the shareholders. This process ensures that the amendments are not only initiated by the governing body of the corporation but also confirmed by the owners of the corporation, thereby allowing for a democratic and structured method of updating the by-laws.

The involvement of both the Board and the shareholders in the amendment process underscores the balance of power and oversight within corporate governance. The Board may propose changes based on strategic needs or compliance with regulations, while the shareholders represent the interests of the ownership group, having a say in the operational frameworks that govern them.

Other options either suggest unnecessary external approvals, limit participation solely to stockholders, or require unanimous consent, which is not typically needed for amendments and could hinder a corporation's ability to adapt and evolve. This multi-step requirement reflects a nuanced understanding of corporate governance that balances the authority of management with the rights of the shareholders.