What is necessary for a corporation to amend its Articles of Incorporation?

For a corporation to amend its Articles of Incorporation, it is necessary to obtain the approval of both the Board of Directors and a majority of the stockholders. This dual approval process ensures that both the governing body of the corporation and its shareholders, who have a vested interest in the corporation's operations and direction, agree to the proposed changes.

The Board of Directors is responsible for making decisions in the best interest of the corporation, and their approval signifies that the proposed amendments align with the corporation’s strategic objectives. The majority of stockholders must also agree, as they are the ultimate owners of the corporation. Their approval helps safeguard their investment and ensures that the corporation’s foundational documents reflect the collective will of the shareholders.

Other options, such as requiring only the chairperson's approval or no approval at all, do not reflect the governance structure of a corporation as outlined in the Revised Corporation Code. The necessity for broader consensus among key stakeholders underpins the integrity and accountability of corporate governance practices. Similarly, while certain amendments may require government oversight, it is not a prerequisite for all amendments, which is why only the joint approval of the Board and stockholders is the correct answer.