Texas Codes

Tex. Bus. Orgs. Code § 22.212 (2026)

Vacancy

✓ current as of May 2026

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Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions

Cited in 1 case, 2018–2018 · leading case: the Episcopal Church, the Local Episcopal Parties, the Local Episcopal Congregations, & the Most Rev. Katharine Jefferts Schori v. Franklin Salazar & Intervening Congregations, 547 S.W.3d 353 (Tex. App. 2018).

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the Episcopal Church, the Local Episcopal Parties, the Local Episcopal Congregations, & the Most Rev. Katharine Jefferts Schori v. Franklin Salazar & Intervening Congregations, 547 S.W.3d 353 (Tex. App. 2018). “See Tex. Bus. Orgs. Code Ann. § 22.212 (a). Apparently, neither the parties nor our legislature has considered what might happen if a disaster were to wipe out an entire corporate board.”

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