Shareholder rights

I am a 60% shareholder in a Texas corporation I formed. At the beginning of this year I took on two investors (20% each). We formed a Limited partnership with the 3 owners as limited partners with the corporation as a 1% general partner. We are all directors of the corporation. Recently the other two partners decided they wanted control of the corporation. They voted to remove me as President and voted one of them to be President. Denying me any involvement in day to day operations.
My question is if I want back control of my company what steps do I take. Can I as 60% shareholder call a special directors meeting to remove and elect all new directors. I am thinking that i could elect to add two new directors bringing the total directors to 5. My partners/investors have cumulative voting rights. Am I right in that they would elect themselves with their votes and I would elect myself and two directors then I would have 3 votes to their 2 and could then regain presidency of the corporation. How do I go about removing the current directors and electing new directors.

The procedures involving electing directors in the corporation articles or bylaws are controlling. If the articles and bylaws do not specify how to do it, the Texas Law is controlling.

Following are pertinent excerpts from the Texas Business Corporation Code, Secs. 2.31 ff:

The number of directors shall be fixed by, or in the manner provided in, the articles of incorporation or the bylaws, except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw or a provision of the articles of incorporation fixing the number of directors or providing for the manner in which the number of directors shall be fixed, the number of directors shall be the same as the number constituting the initial board of directors as fixed by the articles of incorporation.

At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by this Act.

Unless removed in accordance with provisions of the bylaws or the articles of incorporation, each director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified.

C. Except as otherwise provided in this Article, the bylaws or the articles of incorporation may provide that at any meeting of shareholders called expressly for that purpose any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a specified portion, but not less than a majority, of the shares then entitled to vote at an election of directors, subject to any further restrictions on removal that may be contained in the bylaws.


Therefore, if the articles or bylaws don't give a procedure for changing the number of directors or how to elect new ones, you can call a shareholder's meeting and amend the articles or bylaws as you want.