Legal Question in Business Law in Texas

I have a Texas Corporation and the corporate by-laws have been lost (the whole binder, everything from meeting minutes to provisions on removal of officers). I have looked everywhere for the books but cannot find them, even my attorney who prepared them does not have a copy. The reason I need them is that I am wanting to change the management and ownership structure of the corporation. My corporations management has 4 individuals (who serve as both officers and directors). I am one of the directors and I want to remove three of those individuals from both officer and director roles (completely take them out of the picture). I don't remember any of the provisions on removal of officers/directors, most likely it was standard general rules. What is the best way to change this management structure without having the by-laws to turn to? Can I just re-write the by-laws? The individuals who are disassociating with the corporation are willing/wanting to leave, could they just sign an affidavit or something? If I am the sole shareholder (and director) could I just hold a vote to remove them from both officer and director roles. It's completely mutual, we don't want to by-laws to come back and hurt us if for some reason it requires something special for removal.


Asked on 9/29/14, 10:12 am

1 Answer from Attorneys
Steven Frankoff Law Offices of Steven Frankoff

There are several methods, but each would depend upon individual circumstances and legal considerations.

If you want to contact me and have private conversation, which this is not, then I would be more then glad to hear from you. [email protected] 281 704 6740

This is NOT nor should it be intended to be considered the offering of legal advice or the acceptance of representation. It is merely a general response to a generalized legal inquiry. GOOD LUCK

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Answered on 9/29/14, 12:08 pm


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