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Texas Business Organizations Code - Section 22.212. Vacancy

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§ 22.212. VACANCY.  (a) Unless otherwise provided by the 
certificate of formation or bylaws of the corporation, a vacancy in 
the board of directors of a corporation shall be filled by the 
affirmative vote of the majority of the remaining directors, 
regardless of whether that majority is less than a quorum.  A 
director elected to fill a vacancy is elected for the unexpired term 
of the member's predecessor in office.
	(b)  A vacancy in the board occurring because of an increase 
in the number of directors shall be filled by election at an annual 
meeting or at a special meeting of members called for that purpose.  
If a corporation has no members or has no members with the right to 
vote on the vacancy, the vacancy shall be filled as provided by the 
certificate of formation or bylaws.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007