Tex. Business Organizations Code § 22.161
This is the official text of Tex. Business Organizations Code § 22.161, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§ 22.161. ELECTION OF DIRECTORS.
Official statutory text
(a) A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election the member has a right to vote.
(b) If expressly authorized by the corporation's certificate of formation, the member may cumulate the member's vote by:
(1) giving one candidate a number of votes equal to the number of the directors to be elected multiplied by the member's vote; or
(2) distributing the votes on the same principle among any number of the candidates.
(c) A member who intends to cumulate votes under Subsection (b) shall give written notice of the member's intention to the secretary of the corporation not later than the day preceding the date of the election.
(b) If expressly authorized by the corporation's certificate of formation, the member may cumulate the member's vote by:
(1) giving one candidate a number of votes equal to the number of the directors to be elected multiplied by the member's vote; or
(2) distributing the votes on the same principle among any number of the candidates.
(c) A member who intends to cumulate votes under Subsection (b) shall give written notice of the member's intention to the secretary of the corporation not later than the day preceding the date of the election.
Status: in_force · Read it on the official government site
Dealing with a business matter in Texas?
See all Texas Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.