Keating v. KCK CORPORATION

COLEMAN, Justice.

This suit grew out of a contest for the management of a closely held corporation. The principal question involved is whether the stockholders elected three, or whether they elected four, directors at the stockholders meeting held June 14, 1963.

Article 2.23, Business Corporation Act, Yol. 3A, Vernon’s Ann.Tex.Civ.St., provides :

“The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or to adopt new bylaws shall be vested in the shareholders, but such power may be delegated by the shareholders to the board…