Texas Agriculture Code 52.037 – Amendment of Articles of Incorporation
(a) A marketing association may amend the articles of incorporation at any regular meeting of the association or at a special meeting for that purpose, at which at least 10 percent of the members are voting in person or by proxy or mail.
(b) An amendment must first be approved by two-thirds of the directors and then, except as provided by Subsection (c) of this section, adopted by:
(1) a simple majority vote when 50 percent or more of the members vote in person or by proxy or mail;
(2) a two-thirds majority vote when less than 50 percent but 25 percent or more of the members vote in person or by proxy or mail; or
(3) a three-fourths majority vote when less than 25 percent but 10 percent or more of the members vote in person or by proxy or mail.
Terms Used In Texas Agriculture Code 52.037
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: includes corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity. See Texas Government Code 311.005
- Property: means real and personal property. See Texas Government Code 311.005
- Quorum: The number of legislators that must be present to do business.
- Written: includes any representation of words, letters, symbols, or figures. See Texas Government Code 311.005
(c) An amendment of the rules required by § 52.034(b) of this code for determining the property rights and interests of members of a marketing association formed without capital stock may be adopted by a vote or written consent of two-thirds of the members who are present at a meeting of the association at which a quorum is present or who are voting by proxy or mail as prescribed by an association bylaw.
(d) After an amendment is adopted, the amendment shall be filed in accordance with the general corporation laws of the state.