Texas Business Corporation Act - Article 2.28. Quorum Of And Voting By Shareholders
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Art. 2.28. Quorum of and Voting by Shareholders
A. Quorum. With respect to any meeting of shareholders, a quorum
shall be present for any matter to be presented at that meeting if
the holders of a majority of the shares entitled to vote at the
meeting are represented at the meeting in person or by proxy, unless
otherwise provided in the articles of incorporation in accordance
with this section. The articles of incorporation may provide:
(1) That a quorum shall be present at a meeting of shareholders only
if the holders of a specified greater portion of the shares entitled
to vote are represented at the meeting in person or by proxy; or
(2) That a quorum shall be present at a meeting of shareholders if
the holders of a specified lesser portion, but not less than
one-third (1/3), of the shares entitled to vote are represented at
the meeting in person or by proxy.
Unless otherwise provided in the articles of incorporation or the
bylaws, once a quorum is present at a meeting of shareholders, the
shareholders represented in person or by proxy at the meeting may
conduct such business as may be properly brought before the meeting
until it is adjourned, and the subsequent withdrawal from the
meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting. Unless otherwise provided in
the articles of incorporation or the bylaws, the shareholders
represented in person or by proxy at a meeting of shareholders at
which a quorum is not present may adjourn the meeting until such
time and to such place as may be determined by a vote of the holders
of a majority of the shares represented in person or by proxy at
that meeting.
B. Voting on Matters Other Than the Election of Directors. With
respect to any matter, other than the election of directors or a
matter for which the affirmative vote of the holders of a specified
portion of the shares entitled to vote is required by this Act, the
affirmative vote of the holders of a majority of the shares entitled
to vote on, and that voted for or against or expressly abstained
with respect to, that matter at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders, unless
otherwise provided in the articles of incorporation or the bylaws
in accordance with this section. With respect to any matter, other
than the election of directors or a matter for which the affirmative
vote of the holders of a specified portion of the shares entitled to
vote is required by this Act, the articles of incorporation or the
bylaws may provide:
(1) That the act of the shareholders shall be the affirmative vote
of the holders of a specified portion, but not less than a majority,
of the shares entitled to vote on that matter;
(2) That the act of the shareholders shall be the affirmative vote
of the holders of a specified portion, but not less than a majority,
of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is
present;
(3) That the act of the shareholders shall be the affirmative vote
of the holders of a specified portion, but not less than a majority,
of the shares entitled to vote on, and voted for or against, that
matter at a meeting of shareholders at which a quorum is present;
or
(4) That the act of the shareholders shall be the affirmative vote
of the holders of a specified portion, but not less than a majority,
of the shares entitled to vote on, and that voted for or against or
expressly abstained with respect to, that matter at a meeting of
shareholders at which a quorum is present.
C. Voting in the Election of Directors. Unless otherwise provided
in the articles of incorporation or the bylaws in accordance with
this section, directors shall be elected by a plurality of the votes
cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.
The articles of incorporation or the bylaws may provide:
(1) That a director shall be elected only if the director receives
the vote of the holders of a specified portion, but not less than a
majority, of the shares entitled to vote in the election of
directors;
(2) That a director shall be elected only if the director receives
the vote of the holders of a specified portion, but not less than a
majority, of the shares entitled to vote in the election of
directors and represented in person or by proxy at a meeting of
shareholders at which a quorum is present; or
(3) That a director shall be elected only if the director receives a
specified portion, but not less than a majority, of the votes cast
by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.
D. Changes in the Vote Required for Certain Matters. With respect
to any matter for which the affirmative vote of the holders of a
specified portion of the shares entitled to vote is required by this
Act, the articles of incorporation may provide that the act of the
shareholders on that matter shall be the affirmative vote of the
holders of a specified portion, but not less than a majority, of the
shares entitled to vote on that matter, rather than the affirmative
vote otherwise required by this Act. With respect to any matter for
which the affirmative vote of the holders of a specified portion of
the shares of any class or series is required by this Act, the
articles of incorporation also may provide that the act of the
holders of shares of that class or series on that matter shall be
the affirmative vote of the holders of a specified portion, but not
less than a majority, of the shares of that class or series, rather
than the affirmative vote of the holders of shares of that class or
series otherwise required by this Act. If any provision of the
articles of incorporation provides that the act of the shareholders
on any matter shall be the affirmative vote of the holders of a
specified portion of the shares entitled to vote on that matter that
is greater than a majority of the shares so entitled to vote, that
provision of the articles of incorporation may not be amended or
modified, directly or indirectly, without the affirmative vote of
the holders of that greater portion of the shares entitled to vote
on that matter, unless otherwise provided in the articles of
incorporation. If any provision of the articles of incorporation
provides that the act of the holders of shares of any class or
series on any matter shall be the affirmative vote of the holders of
a specified portion of the shares of that class or series that is
greater than a majority of the shares of that class or series, that
provision of the articles of incorporation may not be amended or
modified, directly or indirectly, without the affirmative vote of
the holders of that greater portion of the shares of that class or
series, unless otherwise provided in the articles of incorporation.
E. A corporation may establish procedures in its bylaws, not
inconsistent with this Act, for determining the validity of proxies
and whether shares that are held of record by a bank, broker, or
other nominee are represented at a meeting of shareholders with
respect to any matter. The procedures may incorporate or look to
rules and determinations of any stock exchange or self-regulatory
organization regulating the corporation or that bank, broker, or
other nominee.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1989, 71st Leg., ch. 801, Sec. 13, eff. Aug. 28, 1989; Acts
1991, 72nd Leg., ch. 901, Sec. 8, eff. Aug. 26, 1991; Acts 1997,
75th Leg., ch. 375, Sec. 8, eff. Sept. 1, 1997.
Article: 2.22-1 2.23 2.24 2.25 2.25-1 2.26 2.27 2.28 2.29 2.30 2.30-1 2.31 2.32 2.33 2.34
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Last modified: August 10, 2007
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