Texas Statutes
Subchapter C. Incorporation
Section 52.037. Amendment of Articles of Incorporation

Sec. 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.
(c) An amendment of the rules required by Section 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.
Acts 1981, 67th Leg., p. 1107, ch. 388, Sec. 1, eff. Sept. 1, 1981. Amended by Acts 1983, 68th Leg., p. 1550, ch. 296, Sec. 1, eff. June 14, 1983.

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