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Loren, Attorney
Category: Business Law
Satisfied Customers: 34076
Experience:  30 years experience representing clients .
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In a Homeowners Association election of Directors in Texas,

Customer Question

In a Homeowner's Association election of Directors in Texas, can an Special Election Judge restrict voters from cumulating their vote on a single Director?
Submitted: 4 years ago.
Category: Business Law
Expert:  Loren replied 4 years ago.
Texas law provides as follows:

§ 21.362. CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS. Except as provided by the corporation's certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has the right to cumulatively vote the number of shares the shareholder owns in the election of directors to the extent permitted and in the manner provided by Section 21.361. A corporation may limit or deny a shareholder's right to cumulatively vote shares at any time after September 1, 2003, by amending its certificate of formation.

Therefore, unless the certificate of formation was amended your right to cumulative voting can not be denied.
Customer: replied 4 years ago.

Fantastic.. If a single member gives the notice in 21.361 can all shareholders cumulate their vote? Texas Business Code 21.361 (c) All shareholders entitled to vote cumulatively may cumulate their votes if a shareholder gives the notice required by Subsection (b).

Expert:  Loren replied 4 years ago.
Yes, so long as it is provided for in the certificate of formation or the corp was formed before 2003.