
Art. 2.34. Vacancies                                                          

A. Any vacancy occurring in the initial board of directors before 
the issuance of shares may be filled by the affirmative vote or 
written consent of a majority of the incorporators or by the 
affirmative vote of a majority of the remaining directors though 
less than a quorum of the board of directors.  A director elected to 
fill a vacancy shall be elected for the unexpired term of the 
director's predecessor in office.

B. Any vacancy occurring in the board of directors after the 
issuance of shares may be filled in accordance with Section D of 
this article or may be filled by the affirmative vote of a majority 
of the remaining directors though less than a quorum of the board of 
directors.  A director elected to fill a vacancy shall be elected 
for the unexpired term of his predecessor in office.

C. A directorship to be filled by reason of an increase in the 
number of directors may be filled in accordance with Section D of 
this article or may be filled by the board of directors for a term of 
office continuing only until the next election of one or more 
directors by the shareholders;  provided that the board of 
directors may not fill more than two such directorships during the 
period between any two successive annual meetings of shareholders.

D. Any vacancy occurring in the board of directors or any 
directorship to be filled by reason of an increase in the number of 
directors may be filled by election at an annual or special meeting 
of shareholders called for that purpose.

E. Notwithstanding Sections B, C, and D of this article, whenever 
the holders of any class or series of shares or group of classes or 
series of shares are entitled to elect one or more directors by the 
provisions of the articles of incorporation, any vacancies in such 
directorships and any newly created directorships of such class or 
series to be filled by reason of an increase in the number of such 
directors may be filled by the affirmative vote of a majority of the 
directors elected by such class or series, or by such group, then in 
office, or by a sole remaining director so elected, or by the vote 
of the holders of the outstanding shares of such class or series or 
of such group, and such directorships shall not in any case be 
filled by the vote of the remaining directors or the holders of the 
outstanding shares as a whole unless otherwise provided in the 
articles of incorporation.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1983, 68th Leg., p. 3151, ch. 540, Sec. 6, eff. Aug;  29, 1983;  
Acts 1985, 69th Leg., ch. 128, Sec. 8, eff. May 20, 1985;  Acts 1991, 
72nd Leg., ch. 901, Sec. 12, eff. Aug. 26, 1991;  Acts 1993, 73rd 
Leg., ch. 215, Sec. 2.09, eff. Sept. 1, 1993.

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