Keating v. KCK Corp

383 S.W.2d 69 (1964)


The board of directors sought to adjust the bylaws to require more than a majority threshold of shareholder votes to take action.  The shareholders challenges said action.  The bylaws indicate that there were 4 directors that could be elected, but in actuality only 3 were ever elected.  An amendment to the bylaws carried electing 3 directors, but the requirement that ¾ of the board members vote on a matter for it carry did not.

Vermont law states that the power to amend or alter the corporation’s bylaws rests with the shareholders, “but such power may be delegated by the shareholders to the board of directors.”

The board of directors argue that the number of directors on their board was effectively amended to 4 instead of 3, if shareholders can vote or veto their own amendments to bylaws.


“Whether the board of directors, in the exercise of their statutory power to enact the initial by-laws, may restrict the power of the shareholders to amend these by-laws by requiring a greater vote than a simple majority.”


“Where by statute or by charter provision, certain formal procedures are prescribed for the enactment, or amendment, of by-laws they must be substantially followed, but since both the charter and the Texas Business Corporation Act are silent as to the formalities to be observed, no particular mode of enactment or family is necessary.” The Business Corporation Act requires that the number of directors be set in the bylaws.  The election of 4 members actually took place and all 4 were active in the management of the corporation.

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