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Texas Vernon's Texas Civil Statutes - Article 1396-2.15. Number, Election, Classification, And Removal Of Directors

Legal Research Home > Texas Laws > Vernon's Texas Civil Statutes > Texas Vernon's Texas Civil Statutes - Article 1396-2.15. Number, Election, Classification, And Removal Of Directors

Art. 1396-2.15. NUMBER, ELECTION, CLASSIFICATION, AND 
REMOVAL OF DIRECTORS.  A. The number of directors of a corporation 
shall be not less than three (3).  Subject to such limitation, the 
number of directors shall be fixed by, or in the manner provided in, 
the articles of incorporation or the by-laws, 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 by-laws, but no decrease shall have the effect 
of shortening the term of any incumbent director.  The number of 
directors may not be decreased to fewer than three (3).  In the 
absence of a by-law 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.
	B. The directors constituting the initial board of directors 
shall be named in the articles of incorporation and shall hold 
office until the first annual election of directors or for such 
other period as may be specified in the articles of incorporation or 
the by-laws.  Thereafter, directors shall be elected, appointed, or 
designated in the manner and for the terms provided in the articles 
of incorporation or the by-laws.  If the method of election, 
designation, or appointment is not provided in the articles of 
incorporation or by-laws, the directors, other than the initial 
directors, shall be elected by the board of directors.  In the 
absence of a provision in the articles of incorporation or the 
by-laws fixing the term of office, a director shall hold office 
until the next annual election of directors and until his successor 
shall have been elected, appointed, or designated and qualified.
	C. Directors may be divided into classes and the terms of 
office of the several classes need not be uniform.  Unless removed 
in accordance with the provisions of the articles of incorporation 
or the by-laws, each director shall hold office for the term for 
which he is elected, appointed, or designated and until his 
successor shall have been elected, appointed, or designated and 
qualified.
	D. A director may be removed from office pursuant to any 
procedure therefor provided in the articles of incorporation or 
by-laws.  In the absence of a provision providing for removal, a 
director may be removed from office, with or without cause, by the 
persons entitled to elect, designate, or appoint the director.  If 
the director was elected to office, removal requires an affirmative 
vote equal to the vote necessary to elect the director.

Acts 1959, 56th Leg., p. 286, ch. 162, art. 2.15.  Amended by Acts 
1989, 71st Leg., ch. 801, Sec. 45, eff. Aug. 28, 1989;  Acts 1993, 
73rd Leg., ch. 733, Sec. 10, eff. Jan. 1, 1994.

Last modified: August 11, 2007