What is the process for changing corporate directors?

In Texas, the process for changing corporate directors is generally outlined in the corporation’s bylaws. Typically, directors are appointed by the board of directors, but they can also be elected by the shareholders. For example, if the shareholders have the authority to elect directors, they must receive a notice of the meeting, vote for candidates, and those receiving the most votes are elected. If the board of directors has the authority to appoint directors, they must first use reasonable efforts to identify qualified candidates. Then, directors are appointed at a board meeting by majority vote. If directors appointed by the board of directors resign or are removed before the next annual meeting, a new director can be appointed by the remaining directors. The new director shall hold office until the next annual meeting, unless removed or replaced by the board in the meantime. In addition, Texas law requires that, when a corporation has only one director, the shareholders must elect a second director before any business can be conducted. If the directors appointed by the board resign or are removed, after the election of two directors by the shareholders, the remaining director may appoint one or more new directors. Finally, if a vacancy arises on the board of directors, the remaining directors must appoint a successor within 90 days after the vacancy occurs. If no successor is appointed, the vacancy must be filled at the next regular meeting of shareholders.

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What is the process for changing corporate directors?

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