Texas Business Corporation Act - Article 4.02. Procedure To Amend Articles Of Incorporation

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Art. 4.02. Procedure to Amend Articles of Incorporation                       

A. The articles of incorporation may be amended in the following 
manner:    

(1) The board of directors shall adopt a resolution setting forth 
the proposed amendment and, unless the amendment is undertaken 
under authority granted to the board of directors in the articles of 
incorporation in accordance with Article 2.13 of this Act, if 
shares have been issued, directing that it be submitted to a vote at 
a meeting of shareholders, which may be either an annual or a 
special meeting.  If no shares have been issued, the amendment shall 
be adopted by resolution of the board of directors and the 
provisions for adoption by shareholders shall not apply.  The 
resolution may incorporate the proposed amendment in restated 
articles of incorporation which contain a statement that except for 
the designated amendment the restated articles of incorporation 
correctly set forth without change the corresponding provisions of 
the articles of incorporation as heretofore amended, and that the 
restated articles of incorporation together with the designated 
amendment supersede the original articles of incorporation and all 
amendments thereto.

(2) Written or printed notice setting forth the proposed amendment 
or a summary of the changes to be effected thereby shall be given to 
each shareholder of record entitled to vote thereon within the time 
and in the manner provided in this Act for the giving of notice of 
meetings of shareholders.  If the meeting be an annual meeting, the 
proposed amendment or such summary may be included in the notice of 
such annual meeting.

(3) At such meeting a vote of the shareholders entitled to vote 
thereon shall be taken on the proposed amendment.  The proposed 
amendment shall be adopted upon receiving the affirmative vote of 
the holders of at least two-thirds of the outstanding shares 
entitled to vote thereon, unless any class or series of shares is 
entitled to vote thereon as a class, in which event the proposed 
amendment shall be adopted upon receiving the affirmative vote of 
the holders of at least two-thirds of the shares within each class 
or series of outstanding shares entitled to vote thereon as a class 
and of at least two-thirds of the total outstanding shares entitled 
to vote thereon. 

(4) The resolution authorizing a proposed amendment to the articles 
of incorporation may provide that at any time before the filing of 
the amendment with the secretary of state is effective, 
notwithstanding authorization of the proposed amendment by the 
shareholders of the corporation, the board of directors may abandon 
the proposed amendment without further action by the shareholders.

B. Any number of amendments may be submitted to the shareholders, 
and voted upon by them, at one meeting.

C. Repealed by Acts 1973, 63rd Leg., p. 1507, ch. 545, Sec. 32, eff. 
Aug. 27, 1973.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1719, ch. 657, Sec. 7, eff. June 17, 1967;  
Acts 1973, 63rd Leg., p. 1505, ch. 545, Sec. 30, 32, eff. Aug. 27, 
1973;  Acts 1991, 72nd Leg., ch. 901, Sec. 21, eff. Aug. 26, 1991.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 22, eff. Sept. 
1, 2003.

Last modified: August 10, 2007