Corporate Director Election and Cumulative-Voting Requirements in Texas

At a glance

Requirements one by one

Annual meetings and written consent use separate triggers

Section 21.405 requires director elections at the first and each later annual meeting, with the meeting time set under § 21.351 through the bylaws. If a shareholder first delivers a written request and neither an annual meeting nor substitute written consent occurs within a 13-month period, § 21.351 permits a court application in the county of the corporation's principal executive office. Missing the designated annual date does not terminate the corporation.

Sections 6.201-.202 create the consent alternatives. Unanimity is the default. The certificate of formation may instead authorize a meeting-equivalent threshold for action that could be taken at an annual or special meeting.

Qualifications and class electorates come from the governing records

Section 21.402 does not require a director to be a Texas resident or a shareholder unless the certificate or bylaws say otherwise, and those records may prescribe other qualifications. The surveyed Chapters 6 and 21 state no general candidate-nomination or ballot form for an ordinary private-company election.

Section 21.366 supplies one vote per outstanding share unless the certificate or Code provides otherwise. Section 21.405 permits the certificate to assign one or more director seats to a class, series, or group of classes or series.

The documents may replace plurality with a majority standard

Section 21.359 defaults to plurality of votes cast at a meeting with quorum. The certificate or bylaws may instead require at least a majority measured in one of three ways: all shares entitled to vote, entitled shares represented at the quorum meeting, or votes cast at that meeting. The chosen denominator is therefore as important as the word “majority.”

Cumulative voting depends on authorization, vintage, and notice

Under §§ 21.360-.362, a corporation formed after August 31, 2003 needs express certificate authorization for cumulative voting. A corporation formed before September 1, 2003 starts with the right unless its certificate limits or denies it.

Where cumulation is available, multiply the shareholder's shares by the number of directors to be elected and allocate the product to one or more candidates. At least one shareholder must give written notice to the secretary on or before the day preceding the election. That notice opens cumulative voting to every shareholder entitled to use it.

Terms may be annual or staggered

Section 21.407 sets the ordinary term from election and qualification through the next annual meeting and until a successor is elected and qualified. Section 21.408 permits the certificate or bylaws to create two or three similar-sized classes, with two- or three-year staggered terms.

Cumulation constrains that choice. Section 21.408 bars staggered terms when a shareholder has cumulative-voting rights and the board has fewer than nine directors.

What trips people up

“Majority voting” is incomplete without the denominator. Section 21.359 permits three different majority bases, and the certificate or bylaws must identify the authorized route.

The cumulative-voting default changes at September 1, 2003. A provision that is right for an older corporation can be wrong for a newer one even when both are Texas private corporations.

Written notice is due before election day. Section 21.361 requires delivery to the secretary on or before the preceding day; announcing cumulation only when voting starts is too late under this statute.

Common questions

Must a director live in Texas or own shares?

Not by default. Section 21.402 lets the certificate or bylaws impose those or other qualifications.

Can a newer corporation use cumulative voting?

Yes, if its certificate of formation expressly authorizes it and the advance- notice rule in § 21.361 is met.

Does a failed majority election immediately end an incumbent's service?

Section 21.407 continues the term until a successor is elected and qualified. The surveyed Code provisions state no separate election-specific tie-breaker.

Statutes and sources

• Tex. Bus. Orgs. Code § 21.351 — annual meeting and delayed-meeting court route. Official current Chapter 21 (accessed August 24, 2026).
• Tex. Bus. Orgs. Code §§ 21.359-.362 — plurality, optional majority standards, cumulative-voting authorization, notice, and vintage rule. Official current Chapter 21 (accessed August 24, 2026).
• Tex. Bus. Orgs. Code §§ 21.366, 21.402, and 21.405 — share votes, qualifications, annual election, and class or series seats. Official current Chapter 21 (accessed August 24, 2026).
• Tex. Bus. Orgs. Code §§ 21.407-.408 — annual, holdover, classified, and staggered terms. Official current Chapter 21 (accessed August 24, 2026).
• Tex. Bus. Orgs. Code §§ 6.201-.202 — unanimous and certificate-authorized less-than-unanimous consent. Official current Chapter 6 (accessed August 24, 2026).