Texas Business Corporation Act - Article 2.32. Number And Election Of Directors
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Art. 2.32. Number and Election of Directors
A. The board of directors of a corporation shall consist of one or
more members. The number of directors shall be fixed by, or in the
manner provided in, the articles of incorporation or the bylaws,
except as to the number constituting the initial board of
directors, which number shall be fixed by the articles of
incorporation. The number of directors may be increased or
decreased from time to time by amendment to, or in the manner
provided in, the articles of incorporation or the bylaws, but no
decrease shall have the effect of shortening the term of any
incumbent director. In the absence of a bylaw or a provision of the
articles of incorporation fixing the number of directors or
providing for the manner in which the number of directors shall be
fixed, the number of directors shall be the same as the number
constituting the initial board of directors as fixed by the
articles of incorporation. The names and addresses of the members
of the initial board of directors shall be stated in the articles of
incorporation. Unless otherwise provided by the articles of
incorporation or the bylaws, a director may resign at any time by
giving notice in writing or by electronic transmission to the
corporation. Absent resignation or removal in accordance with the
provisions of the bylaws or the articles of incorporation, such
persons shall hold office until the first annual meeting of
shareholders, and until their successors shall have been elected
and qualified. At the first annual meeting of shareholders and at
each annual meeting thereafter, the holders of shares entitled to
vote in the election of directors shall elect directors to hold
office until the next succeeding annual meeting, except in case of
the classification of directors as permitted by this Act.
B. The articles of incorporation may provide that the holders of any
class or series of shares or any group of classes or series of
shares shall be entitled to elect one or more directors, who shall
hold office for such terms as shall be stated in the articles of
incorporation. The articles of incorporation may provide that any
directors elected by the holders of any such class or series of
shares or any such group shall be entitled to more or less than one
vote on all or any specified matters, in which case every reference
in this Act (or in the articles of incorporation or bylaws, unless
expressly stated otherwise therein) to a specified portion of the
directors shall mean such portion of the votes entitled to be cast
by the directors to which such reference is applicable. Absent
resignation or removal in accordance with provisions of the bylaws
or the articles of incorporation, each director shall hold office
for the term for which he is elected and until his successor shall
have been elected and qualified.
C. Except as otherwise provided in this Article, the bylaws, or the
articles of incorporation, at any meeting of shareholders called
expressly for that purpose, any director or the entire board of
directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an
election of the director or directors. Whenever the holders of any
class or series of shares or any such group are entitled to elect
one or more directors by the provisions of the articles of
incorporation, only the holders of shares of that class or series or
group shall be entitled to vote for or against the removal of any
director elected by the holders of shares of that class or series or
group. In the case of a corporation having cumulative voting, if
less than the entire board is to be removed, no one of the directors
may be removed if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of
the entire board of directors, or if there be classes of directors,
at an election of the class of directors of which he is a part. In
the case of a corporation whose directors have been classified as
permitted by this Act, unless the articles of incorporation
otherwise provide, a director may not be removed except for cause.
D. Notwithstanding Section B of this Article, a director of a
corporation registered under the Investment Company Act, absent
resignation or removal in accordance with the provisions of the
articles of incorporation or bylaws, holds office for the term for
which the director is elected and until the director's successor
has been elected and qualified.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1973, 63rd Leg., p. 1500, ch. 545, Sec. 23, eff. Aug. 27, 1973;
Acts 1989, 71st Leg., ch. 801, Sec. 17, eff. Sept. 1, 1989; Acts
1991, 72nd Leg., ch. 901, Sec. 10, eff. Aug. 26, 1991; Acts 1993,
73rd Leg., ch. 215, Sec. 2.08, eff. Sept. 1, 1993; Acts 1997, 75th
Leg., ch. 375, Sec. 12, eff. Sept. 1, 1997.
Amended by Acts 2003, 78th Leg., ch. 238, Sec. 15, eff. Sept. 1,
2003.
Article: 2.26 2.27 2.28 2.29 2.30 2.30-1 2.31 2.32 2.33 2.34 2.35 2.35-1 2.36 2.37 2.38
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Last modified: August 10, 2007
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