VERNON'S TEXAS CIVIL STATUTES

CHAPTER 5. MEETING OF DIRECTORS AND STOCKHOLDERS




Art. 6309. [6472] [4413] [4157] Annual meeting of directors                   

The directors of every railroad company shall hold one meeting 
annually at their office in this State, public notice of which shall 
be given at least thirty days before said meeting, said notice to be 
published in some daily newspaper published in this State.

Const. art. 10, sec. 3;  Acts 1885, p. 67;  G.L. vol. 9, p. 687.              




Art. 6310. [6473] [4414] [4158] Annual meeting of stockholders                

The stockholders of every railroad corporation shall hold at least 
one meeting annually at the public office or place of business of 
such corporation in this State;  and the board of directors shall 
cause public notice to be given of the time and place of such 
meeting for thirty days previously thereto as provided in the 
preceding article.

Acts 1876, p. 144;  G.L. vol. 8, p. 980.                                      




Art. 6311. [6474] [4415] [4159] Joint meetings                                

Said annual meeting of the board of directors and of the 
stockholders may be called to meet and may be held at the same time 
and place, in which case one notice shall answer the purpose of both 
meetings;  provided, it be so stated in such notice.

Acts 1876, p. 144;  G.L. vol. 8, p. 980.                                      




Art. 6312. [6475] [4416] [4160] Quorum                                        

A majority of the directors of any railroad corporation shall 
constitute a quorum to transact business, and a majority in value of 
two-thirds of all the stock owned by such corporation shall 
constitute a quorum of the stockholders to transact business.

Acts 1876, p. 144;  G.L. vol. 8, p. 980.                                      




Art. 6313. [6476-7-8] Special meetings                                        

A special meeting of the stockholders may be called at any time 
during the interval between the regular annual meetings of such 
stockholders by the directors, or by the stockholders owning not 
less than one-fourth of all the stock of such company.  Notice of 
the time and place of such meeting shall be given for at least 
thirty days prior to the time fixed for such meeting, in the same 
manner as is required in the case of a regular annual meeting;  and 
such notice shall specify the purpose or purposes for which the said 
special meeting is called;  and no other business shall be 
transacted at such special meeting, except that specified in such 
notice.  If at any such special meeting so called a majority, in 
value, of the stockholders, equal to two-thirds of the stock of such 
corporation shall not be represented in person or by proxy, such 
meeting shall be adjourned from day to day, not exceeding three days 
without transaction of any business;  and if within said three days 
two-thirds in value of such stock shall not be represented at such 
meeting, then the meeting shall be adjourned and another meeting 
called, and notice thereof given as heretofore provided.

Acts 1876, p. 144;  G.L. vol. 8, p. 980.                                      




Art. 6314. [6479] [4420] [4164] Proxy dated                                   

Every proxy from a stockholder shall be dated within six months 
previous to the meeting of the stockholders at which it is proposed 
to vote by virtue thereof, and if not dated within such time, shall 
not be voted.

P.D. 4908.                                                                    




Art. 6315. [6480] [4421] [4165] What stock shall not vote                     

Stock issued within thirty days before any stockholders meeting 
shall not entitle the holder to vote thereat except at the first 
stockholders meeting under their articles or act of incorporation 
for organization;  nor shall any stock be voted upon except in 
proportion to the amount paid thereon, or secured to be paid by good 
security in addition to the subscription and stock.