Asked in Business Law for Texas

Q: I will like to appoint a new director to the board of a delaware c corp and amend bylaws.

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1 Lawyer Answer

A: You have to look at the bylaws to see how and when directors can be added to the corporation. If the bylaws are silent on that matter, it may require a majority vote of shares held by the shareholders to increase the number of directors.

Do the bylaws all for annual appointment of directors or can the company call a "special meeting" and then vote in the new director? Is unanimous vote or majority vote required to appoint a new director?

So, the first step is to take a careful read of the bylaws regarding (1) what is required to amend the bylaws and (2) how many directors does the company allow for, and (3) what percentage vote is required to appoint directors?

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