Commercial Law, 2011 Bar — Question 81

MULTIPLE CHOICE

In a special meeting called for the purpose, 2/3 of the stockholders representing the outstanding capital stock in X. Co. authorized the company's Board of Directors to amend its Bylaws. By majority vote, the Board then approved the amendment. Is this amendment valid? A) No since the stockholders cannot delegate their right to amend the By-laws to the Board. B) Yes since the majority votes in the Board was sufficient to amend the By-laws. C) No, because the voting in the Board should have been by majority of a quorum. D) Yes since the votes of 2/3 of the stockholders and majority of the Board were secured.

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