Under NY corporate law, adoption, amendment, or repeal of by-laws requires which vote?

• A. Majority vote of the shareholders
• B. Majority vote of the board of directors
• C. Majority vote of the shareholders or the requisite vote of the board of directors
• D. Unanimous consent of all shareholders

Answer: (C)

In NY corporate law, by-laws are internal rules that can be changed either by the board of directors or by the shareholders, depending on what the charter or the by-laws themselves provide. The important point is that the change can be effected through either pathway, each with the threshold specified in the governing documents. Typically, the board acts by the requisite vote—often a majority of directors present with a quorum—while shareholders act by a majority of the shares entitled to vote. Because the governing documents can assign the power to one or both groups and set different voting thresholds, the correct description is that adoption, amendment, or repeal of by-laws can be accomplished by a majority vote of the shareholders or by the requisite vote of the board of directors.