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Texas · Through 89th 2nd Called Legislative Session, 2025

Tex. Business Organizations Code § 21.359: VOTING IN ELECTION OF DIRECTORS.

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Where this section sits in the code
  1. BUSINESS ORGANIZATIONS CODE
  2. TITLE 2. CORPORATIONS
  3. CHAPTER 21. FOR-PROFIT CORPORATIONS
  4. SUBCHAPTER H. SHAREHOLDERS' MEETINGS; NOTICE TO SHAREHOLDERS; VOTING AND QUORUM

(a) Subject to Subsection (b), directors of a corporation shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

(b) The certificate of formation or bylaws of a corporation may provide that a director of a corporation shall be elected only if the director receives:

(1) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors;

(2) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present; or

(3) the vote of the holders of a specified portion, but not less than the majority, of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

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

Collected 2026-08-27T01:46:58Z. Source file · JSON

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