reglab/housing_qa huggingface dataset:
TX Bus Orgs § 22.213 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.213. Quorum

Sec. 22.213.  QUORUM.  (a)  A quorum for the transaction of business by the board of directors of a corporation is the lesser of:(1)  the majority of the number of directors set by the corporation's bylaws or, in the absence of a bylaw setting the number of directors, a majority of the number of directors stated in the corporation's certificate of formation;  or(2)  any number, not less than three, set as a quorum by the certificate of formation or bylaws.(b)  A director present by proxy at a meeting may not be counted toward a quorum.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.214 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.214. Action by Directors

Sec. 22.214.  ACTION BY DIRECTORS.  The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 29, eff. September 1, 2017.|
TX Bus Orgs § 22.215 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.215. Voting in Person or by Proxy

Sec. 22.215.  VOTING IN PERSON OR BY PROXY.  A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed in writing by the director.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.216 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.216. Term and Revocability of Proxy

Sec. 22.216.  TERM AND REVOCABILITY OF PROXY.  (a)  A proxy expires three months after the date the proxy is executed.(b)  A proxy is revocable unless otherwise provided by the proxy or made irrevocable by law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.217 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.217. Notice of Meeting; Waiver of Notice

Sec. 22.217.  NOTICE OF MEETING;  WAIVER OF NOTICE.  (a)  Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws.(b)  Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.  Attendance of a director at a meeting constitutes a waiver of notice, unless the director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.(c)  Unless required by the bylaws, the business to be transacted at, or the purpose of, a regular or special meeting of the board of directors is not required to be specified in the notice or waiver of notice of the meeting.(d)  Notice may be delivered personally or in accordance with Section 6.051(b).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.218 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.218. Management Committee

Sec. 22.218.  MANAGEMENT COMMITTEE.  (a)  If authorized by the certificate of formation or bylaws of the corporation, the board of directors of a corporation, by resolution adopted by the majority of the directors in office, may designate one or more committees to have and exercise the authority of the board in the management of the corporation to the extent provided by:(1)  the resolution;(2)  the certificate of formation;  or(3)  the bylaws.(b)  A committee designated under this section must consist of at least two persons.  Except as provided by Subsection (b-1), the majority of the persons on the committee must be directors.  If provided by the certificate of formation or bylaws, the remaining persons on the committee are not required to be directors.(b-1)  If a corporation is a religious institution and if provided by the corporation's certificate of formation or bylaws, a committee designated under this section may be composed entirely of persons who are not directors of the corporation.(c)  The designation of a committee and the delegation of authority to the committee does not operate to relieve the board of directors, or an individual director, of any responsibility imposed on the board or director by law.  A committee member who is not a director has the same responsibility with respect to the committee as a committee member who is a director.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 1007 (H.B. 4103), Sec. 1, eff. September 1, 2009.|
TX Bus Orgs § 22.219 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.219. Other Committees

Sec. 22.219.  OTHER COMMITTEES.  (a)  The board of directors of a corporation, by resolution adopted by the majority of the directors at a meeting at which a quorum is present, or the president, if authorized by a similar resolution of the board of directors or by the certificate of formation or bylaws of the corporation, may designate and appoint one or more committees that do not have the authority of the board of directors in the management of the corporation.(b)  The membership on a committee designated under this section may be limited to directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.220 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.220. Action Without Meeting of Directors or Committee

Sec. 22.220.  ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE.  (a)  The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting of the corporation's directors or an action that may be taken at a meeting of the directors or a committee may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting.  The consent must state the date of each director's or committee member's signature.(b)   Prompt notice of the taking of an action by directors or a committee without a meeting by less than unanimous written consent shall be given to each director or committee member who did not consent in writing to the action.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 90, eff. September 1, 2007.|
TX Bus Orgs § 22.221 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.221. General Standards for Directors

Sec. 22.221.  GENERAL STANDARDS FOR DIRECTORS.  (a)  A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.(b)  A director is not liable to the corporation, a member, or another person for an action taken or not taken as a director if the director acted in compliance with this section.  A person seeking to establish liability of a director must prove that the director did not act:(1)  in good faith;(2)  with ordinary care;  and(3)  in a manner the director reasonably believed to be in the best interest of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.222 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.222. Religious Corporation Director's Good Faith Reliance on Certain Information

Sec. 22.222.  RELIGIOUS CORPORATION DIRECTOR'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION.  A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power conferred as a committee member, may rely in good faith on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:(1)  a religious authority; or(2)  a minister, priest, rabbi, or other person whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 91, eff. September 1, 2007.|
TX Bus Orgs § 22.223 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.223. Not a Trustee

Sec. 22.223.  NOT A TRUSTEE.  A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with respect to property held or administered by the corporation, including property subject to restrictions imposed by the donor or transferor of the property.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.224 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.224. Delegation of Investment Authority

Sec. 22.224.  DELEGATION OF INVESTMENT AUTHORITY.  (a)  The board of directors of a corporation may:(1)  contract with an advisor who is an investment counsel or a trust company, bank, investment advisor, or investment manager;  and(2)  confer on that advisor the authority to:(A)  purchase or otherwise acquire a stock, bond, security, or other investment on behalf of the corporation;  and(B)  sell, transfer, or otherwise dispose of an asset or property of the corporation at a time and for a consideration the advisor considers appropriate.(b)  The board of directors may:(1)  confer on an advisor described by Subsection (a) other powers regarding the corporation's investments as the board considers appropriate;  and(2)  authorize the advisor to hold title to an asset or property of the corporation, in the advisor's own name or in the name of a nominee, for the benefit of the corporation.(c)  The board of directors is not liable for an action taken or not taken by an advisor under this section if the board acted in good faith and with ordinary care in selecting the advisor.  The board of directors may remove or replace the advisor, with or without cause, if the board considers that action appropriate or necessary.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.225 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.225. Loan to Director Prohibited

Sec. 22.225.  LOAN TO DIRECTOR PROHIBITED.  (a)  A corporation may not make a loan to a director.(b)  The directors of a corporation who vote for or assent to the making of a loan to a director, and any officer who participates in making the loan, are jointly and severally liable to the corporation for the amount of the loan until the loan is repaid.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.226 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.226. Director Liability for Certain Distributions of Assets

Sec. 22.226.  DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS.  (a)  In addition to any other liability imposed by law on the directors of a corporation, the directors who vote for or assent to a distribution of assets other than in payment of the corporation's debts, when the corporation is insolvent or when distribution would render the corporation insolvent, or during the liquidation of the corporation, without the payment and discharge of or making adequate provisions for any known debt, obligation, or liability of the corporation, are jointly and severally liable to the corporation for the value of the assets distributed, to the extent that the debt, obligation, or liability is not paid and discharged.(b)  A director is not liable under this section if, in voting for or assenting to a distribution, the director:(1)  relied in good faith and with ordinary care on information or an opinion, report, or statement in accordance with Section 3.102;(2)  acting in good faith and with ordinary care, considered the assets of the corporation to be at least equal to their book value;  or(3)  in determining whether the corporation made adequate provision for the discharge of all of its liabilities and obligations as provided in Section 11.053, relied in good faith and with ordinary care on financial statements of, or other information concerning, a person who was or became contractually obligated to discharge some or all of those liabilities or obligations.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.227 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.227. Dissent to or Abstention From Action

Sec. 22.227.  DISSENT TO OR ABSTENTION FROM ACTION.  (a)  A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate matter described by Section 22.226(a) is presumed to have assented to the action unless:(1)  the director's dissent or abstention has been entered in the minutes of the meeting;(2)  the director has filed a written dissent or abstention with respect to the action with the person acting as the secretary of the meeting before the meeting is adjourned; or(3)  the director has sent to the secretary of the corporation, within a reasonable time after the meeting has been adjourned, a written dissent or abstention by:(A)  certified or registered mail, return receipt requested; or(B)  other means specified in the corporation's governing documents.(b)  The right to dissent or abstain under this section does not apply to a director who voted in favor of the action.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 30, eff. September 1, 2017.|
TX Bus Orgs § 22.228 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.228. Reliance on Written Opinion of Attorney

Sec. 22.228.  RELIANCE ON WRITTEN OPINION OF ATTORNEY.  A director is not liable under Section 22.226 or 22.227 if, in the exercise of ordinary care, the director acted in good faith and in reliance on the written opinion of an attorney for the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.229 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.229. Right to Contribution

Sec. 22.229.  RIGHT TO CONTRIBUTION.  A director against whom a claim is asserted under Section 22.226 or 22.227 and who is held liable on the claim is entitled to contribution from persons who accepted or received the distribution knowing the distribution to have been made in violation of that section, in proportion to the amounts received by those persons.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.231 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.231. Officers

Sec. 22.231.  OFFICERS.  (a)  The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other officers and assistant officers as considered necessary.  Any two or more offices, other than the offices of president and secretary, may be held by the same person.(b)  A properly designated committee may perform the functions of an officer.  A single committee may perform the functions of any two or more officers, including the functions of president and secretary.(c)  The officers of a corporation may be designated by other or additional titles as provided by the certificate of formation or bylaws of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.232 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.232. Election or Appointment of Officers

Sec. 22.232.  ELECTION OR APPOINTMENT OF OFFICERS.  (a)  An officer of a corporation shall be elected or appointed at the time, in the manner, and for the terms prescribed by the certificate of formation or bylaws of the corporation.  The term of an officer may not exceed three years.(b)  If the certificate of formation or bylaws do not include provisions for the election or appointment of officers, the officers shall be elected or appointed annually by the board of directors or, if the management of the corporation is vested in the corporation's members, by the members.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.233 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.233. Application to Church

Sec. 22.233.  APPLICATION TO CHURCH.  A corporation that is a church is not required to have officers as provided by this subchapter.  The duties and responsibilities of the officers may be vested in the corporation's board of directors or other designated body in any manner provided for by the certificate of formation or bylaws of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.234 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.234. Religious Corporation Officer's Good Faith Reliance on Certain Information

Sec. 22.234.  RELIGIOUS CORPORATION OFFICER'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION.  An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and with ordinary care on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:(1)  a religious authority; or(2)  a minister, priest, rabbi, or other person whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 92, eff. September 1, 2007.|
TX Bus Orgs § 22.235 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.235. Officer Liability

Sec. 22.235.  OFFICER LIABILITY.  (a)  An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the person's capacity as an officer unless the officer's conduct was not exercised:(1)  in good faith;(2)  with ordinary care;  and(3)  in a manner the officer reasonably believes to be in the best interest of the corporation.(b)  This section shall not affect the liability of the corporation for an act or omission of the officer.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.251 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.251. Approval of Merger

Sec. 22.251.  APPROVAL OF MERGER.  (a)  A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section.(b)  If the corporation that is a party to the merger has no members or has no members with voting rights, the plan of merger must be approved by the vote of directors required by Section 22.164.(c)  If the management of the affairs of the corporation that is a party to the merger is vested in its members under Section 22.202, the plan of merger:(1)  must be submitted to a vote at an annual, regular, or special meeting of the members;  and(2)  must be approved by the members by the vote required by Section 22.164.(d)  If the corporation that is a party to the merger has members with voting rights:(1)  the board of directors must adopt a resolution that:(A)  approves the plan of merger;  and(B)  directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights;  and(2)  the members must approve the plan of merger by the vote required by Section 22.164.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|