VERNON'S TEXAS CIVIL STATUTES
CHAPTER 3. OFFICERS AND BY-LAWS
Art. 6288. [6338-39-45] Board of Directors
All the corporate powers of every railroad corporation shall be
vested in and be exercised by the legally constituted board of
directors. Every such corporation shall have a board of directors
of not less than seven (7) nor more than fifteen (15) persons,
except in case of railroad corporations conducting common carrier
operations on railroad lines comprising a total of two hundred
(200) miles, or less, of main track, the number of directors shall
be not less than five (5) nor more than nine (9), each of whom shall
be a stockholder in said corporation. A majority of said directors
shall be resident citizens of this State, and shall so remain
resident citizens during their continuance as such directors.
Acts 1876, p. 144; G.L. vol. 8, p. 980.
Amended by Acts 1947, 50th Leg., p. 64, ch. 48, Sec. 1, eff. March
26, 1947.
Art. 6289. [6440-41-42-43-44] Election of directors
These rules shall govern the election of the board of directors:
1. It shall require a majority in value of the stock of such
corporation to elect any member of such board.
2. Such board shall be elected by the stockholders of the
corporation at their regular annual meeting in each year, in the
manner prescribed by this title and the by-laws of such
corporation, and shall hold their office until their successors are
elected.
3. In all such elections, each stockholder shall have the right to
vote in person or by proxy for the number of shares of stock owned by
him for as many persons as there are directors to be elected, or to
cumulate such shares and give one candidate as many votes as the
number to be elected multiplied by the number of his shares of stock
shall equal, or to distribute them on the same principle among as
many candidates as he may see fit. Such directors shall not be
elected in any other manner.
4. The by-laws of the corporation shall prescribe the manner and
time of electing directors, and the mode of filling a vacancy in
such office. Such provisions in such by-laws shall not be changed
except at a regular annual meeting of the stockholders, and by a
majority in value of the stockholders of such corporation.
5. If an election of directors shall not be made on the day
designated by said by-laws for such purpose, the stockholders shall
meet and hold an election for directors in such manner as said
by-laws shall provide.
Acts 1876, p. 144; G.L. vol. 8, p. 980.
Art. 6290. [6446-47] Other officers elected
There shall be a president of the corporation who shall be chosen
from and by the board of directors, and such other officers as said
by-laws may designate, who may be appointed or elected, and who
shall perform such duties and be required to give such security for
the faithful performance thereof as required by said by-laws. It
shall require a majority of the directors to appoint or elect any
officer of the corporation.
Acts 1876 p. 144; G.L. vol. 8, p. 980.
Art. 6291. [6448] [4389] [4133] False dividend
If the directors of any railroad company shall declare and pay any
dividend when the company is insolvent, or any dividend the payment
of which would render it insolvent, they shall jointly and
severally be liable for all debts of the company then existing, and
for all that shall be thereafter contracted so long as they shall
respectively continue in office. If any of the directors shall be
absent at the time of making such dividend, or shall object thereto,
and shall within thirty days thereafter, or after their return if
absent, file a certificate of their absence or objection in writing
with the clerk of the company and with the clerk of the county in
which the principal office of said company is located, they shall be
exempt from said liability.
Acts 1853, p. 55; G.L. vol. 3, p. 1339; P.D. 4886.
Art. 6292. [6449] [4390] [4134] False representation
If any certificate or report made, or public notice given, by the
officers of any such company, in pursuance of the provisions of this
title, shall be false in any material representation, all officers
who signed the same shall be jointly and severally liable for all
the debts of the company contracted while they are officers or
stockholders thereof.
Acts 1853, p. 55; G.L. vol. 3, p. 1339; P.D. 4886.
Art. 6293. [6450-52] By-laws
Every railroad corporation shall have the power to make such
by-laws as it may think proper for the government of such company,
the same not being inconsistent with the charter of such company or
the laws. In the enactment of a by-law, the stockholders of the
corporation shall be entitled to one vote for each share of stock
held by them, and a stockholder may vote in person or by written
proxy. No by-laws shall be enacted, altered, amended, added to,
repealed or suspended, except at a regular annual meeting of the
stockholders and by a majority vote of two-thirds in value of all
the stock of the corporation.
Acts 1857, p. 25; G.L. vol. 4, p. 897; P.D. 4911.
