
Art. 2.33. Classification of Directors                                        

A. The bylaws of a corporation may provide that the directors, the 
directors elected by any class or series of shares or any group of 
classes or series of shares, or any portion of the directors or of 
the directors elected by any class or series of shares or any such 
group shall be divided into either two or three classes, each class 
to be as nearly equal in number as possible, the terms of office of 
directors of the first class to expire at the first annual meeting 
of shareholders after their election, that of the second class to 
expire at the second annual meeting after their election, and that 
of the third class, if any, to expire at the third annual meeting 
after their election.  If the bylaws provide for the classification 
of directors, (1) the whole number of directors of the corporation 
need not be elected annually, and (2) at each annual meeting after 
such classification, the number of directors equal to the number of 
the class whose term expires at the time of such meeting shall be 
elected to hold office until the second succeeding annual meeting, 
if there be two classes, or until the third succeeding annual 
meeting, if there be three classes.  No classification of directors 
shall be effective prior to the next annual meeting of shareholders 
at which directors are elected unless the classification is 
effected by a bylaw adopted by the shareholders.  No classification 
of directors shall be effective for any corporation if any 
shareholder has the right to cumulate his votes for the election of 
directors of the corporation unless the board of directors of the 
corporation consists of nine or more members.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1989, 71st Leg., ch. 801, Sec. 18, eff. Aug. 28, 1989;  Acts 
1991, 72nd Leg., ch. 901, Sec. 11, eff. Aug. 26, 1991.

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