reglab/housing_qa huggingface dataset:
TX Bus Orgs § 22.252 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.252. Approval of Sale of All or Substantially All of Assets

Sec. 22.252.  APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.  (a)  A corporation must approve the sale of all or substantially all of its assets by complying with this section.(b)  If the corporation has no members or has no members with voting rights, the sale of all or substantially all of the assets of the corporation must be authorized by the vote of directors required by Section 22.164.(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, a resolution authorizing a sale of all or substantially all of the assets of the corporation:(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 has members with voting rights:(1)  the board of directors of the corporation must adopt a resolution that:(A)  recommends the sale;  and(B)  directs that the resolution be submitted to a vote at an annual or special meeting of the members having voting rights;  and(2)  the members must approve the resolution by the vote required by Section 22.164.(e)  At the meeting required by Subsection (c) or (d), in addition to approving the resolution authorizing the sale, the members may set, or authorize the board of directors to set, the terms and conditions of the sale and the consideration to be received by the corporation for the sale by the same vote of members.(f)  After the members authorize a sale under Subsection (d), the board of directors may abandon the sale, subject to the rights of third parties under any contracts relating to the sale, without further action or approval by members.(g)  Notwithstanding Subsection (d), if a corporation is insolvent, a sale of all or substantially all of the assets of the corporation may be authorized on receiving the affirmative vote of the majority of the directors in office.(h)  The phrase "sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation's activities without regard to whether the disposition is made with the goodwill of the corporation's activities.  The term does not include a transaction that results in the corporation directly or indirectly:(1)  continuing to engage in one or more activities;  or(2)  applying a portion of the consideration received in connection with the transaction to the conduct of an activity that the corporation engages in after the transaction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.253 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.253. Meeting of Members; Notice

Sec. 22.253.  MEETING OF MEMBERS;  NOTICE.  (a)  The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d) a written notice stating that the purpose or one of the purposes of the meeting is to consider the plan of merger or the sale of all or substantially all of the assets of the corporation.  The notice must be given in the time and manner provided by Chapter 6 and this chapter for giving notice of a meeting to members.(b)  A vote of members entitled to vote at the meeting shall be taken on the plan of merger or the resolution authorizing the sale of all or substantially all of the assets of the corporation.  The members must approve the plan or resolution by the vote required by Section 22.164.(c)  For a meeting to vote on a plan of merger, the notice of the meeting must contain the plan of merger or a summary of the plan of merger.(d)  For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.254 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.254. Pledge, Mortgage, Deed of Trust, or Trust Indenture

Sec. 22.254.  PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE.  (a)  Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation:(1)  the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, or trust indenture;  and(2)  an authorization or consent of members is not required for the validity of the transaction or for any sale under the terms of the transaction.(b)  If the management of the affairs of a corporation is vested in the corporation's members under Section 22.202:(1)  the members may authorize a pledge, mortgage, deed of trust, or trust indenture in the manner provided by Section 22.252(c) for a sale of all or substantially all of the assets of a corporation;  and(2)  an authorization by the board of directors is not required for the validity of the transaction or for any sale under the terms of the transaction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.255 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.255. Conveyance by Corporation

Sec. 22.255.  CONVEYANCE BY CORPORATION.  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.256 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.256. Approval of Conversion

Sec. 22.256.  APPROVAL OF CONVERSION.  (a)  A domestic corporation must approve a conversion under Chapter 10 by complying with this section.(b)  If the corporation has no members or has no members with voting rights, the plan of conversion must be approved by the vote of directors required by Section 22.164.(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, the plan of conversion:(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 has members with voting rights:(1)  the board of directors must adopt a resolution that:(A)  approves the plan of conversion;  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 conversion by the vote required by Section 22.164.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.257 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter F. Fundamental Business Transactions|Section 22.257. Approval of Exchange

Sec. 22.257.  APPROVAL OF EXCHANGE.  (a)  A domestic corporation must approve an exchange under Chapter 10 by complying with this section.(b)  If the corporation has no members or has no members with voting rights, the plan of exchange must be approved by the vote of directors required by Section 22.164.(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, the plan of exchange:(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 has members with voting rights:(1)  the board of directors must adopt a resolution that:(A)  approves the plan of exchange;  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 exchange by the vote required by Section 22.164.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.301 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.301. Approval of Voluntary Winding Up, Reinstatement, Revocation of Voluntary Winding Up, or Distribution Plan

Sec. 22.301.  APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF VOLUNTARY WINDING UP, OR DISTRIBUTION PLAN.  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), a revocation of a voluntary decision to wind up in accordance with Section 11.151, or a distribution plan in accordance with Section 22.305 by complying with the procedures prescribed by this subchapter.|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. 93, eff. September 1, 2007.|
TX Bus Orgs § 22.302 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.302. Certain Procedures for Approval

Sec. 22.302.  CERTAIN PROCEDURES FOR APPROVAL.  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, or a distribution plan, a corporation must follow the following procedures:(1)  if the corporation has no members or has no members with voting rights and the corporation:(A)  holds any assets or has solicited any assets or otherwise engaged in activities, the corporation's board of directors must adopt a resolution to wind up, to reinstate, to cancel the event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote of directors required by Section 22.164(b)(3); or(B)  does not hold any assets and has not solicited any assets or otherwise engaged in activities, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote required by Section 22.164(d);(2)  if the management of the affairs of the corporation is vested in the corporation's members under Section 22.202, the winding up, reinstatement, cancellation of event requiring winding up, revocation of voluntary decision to wind up, or distribution plan:(A)  must be submitted to a vote at an annual, regular, or special meeting of members; and(B)  must be approved by the members by the vote required by Section 22.164(b)(2); or(3)  if the corporation has members with voting rights:(A)  the corporation's board of directors must approve a resolution:(i)  recommending the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan; and(ii)  directing that the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan of the corporation be submitted to a vote at an annual or special meeting of members; and(B)  the members must approve the action described by Paragraph (A) in accordance with Section 22.303.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 29, eff. September 1, 2015.|
TX Bus Orgs § 22.303 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.303. Meeting of Members; Notice

Sec. 22.303.  MEETING OF MEMBERS;  NOTICE.  (a)  The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that the purpose or one of the purposes of the meeting is to consider the winding up, reinstatement, cancellation of event requiring winding up, revocation of the voluntary decision to wind up, or distribution plan of the corporation.  The notice must be given in the time and manner provided by Chapter 6 and this chapter for the giving of notice of a meeting to members.(b)  A vote of members entitled to vote at the meeting shall be taken on the resolution to wind up, reinstate, cancel the event requiring winding up, revoke the voluntary decision to wind up, or effect the distribution plan of the corporation.  The members must approve the resolution by the vote required under Section 22.164.(c)  For a meeting to vote on a distribution plan, the notice of the meeting must contain the proposed plan of distribution or a summary of the plan.(d)  For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.304 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.304. Application and Distribution of Property

Sec. 22.304.  APPLICATION AND DISTRIBUTION OF PROPERTY.  (a)  After all liabilities and obligations of a corporation in the process of winding up are paid, satisfied, and discharged in accordance with Section 11.053, the property of the corporation shall be applied and distributed as follows:(1)  property held by the corporation on a condition requiring return, transfer, or conveyance because of the winding up or termination shall be returned, transferred, or conveyed in accordance with that requirement;  and(2)  unless otherwise provided by the corporation's certificate of formation, the remaining property of the corporation shall be distributed only for tax-exempt purposes to one or more organizations that are exempt under Section 501(c)(3), Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, under a plan of distribution adopted under this chapter.(b)  A district court of the county in which the corporation's principal office is located shall distribute to one or more organizations exempt under Section 501(c)(3), Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, the property of the corporation remaining after a distribution of property under the plan of distribution.  The court shall make the distribution in the manner the court determines will best accomplish the general purposes for which the corporation was organized.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.305 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.305. Distribution Plan

Sec. 22.305.  DISTRIBUTION PLAN.  A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by a corporation to authorize a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by this subchapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.307 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter G. Winding Up and Termination|Section 22.307. Responsibility for Winding Up

Sec. 22.307.  RESPONSIBILITY FOR WINDING UP.  If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by:(1)  the directors, if management of the affairs is not vested in the corporation's members under Section 22.202;  or(2)  the members, if management of the affairs is vested in the corporation's members under Section 22.202.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.351 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.351. Member's Right to Inspect Books and Records

Sec. 22.351.  MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS.  A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.352 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.352. Financial Records and Annual Reports

Sec. 22.352.  FINANCIAL RECORDS AND ANNUAL REPORTS.  (a)  A corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, in accordance with generally accepted accounting principles.(b)  Based on the records maintained under Subsection (a), the board of directors of the corporation shall annually prepare or approve a financial report for the corporation for the preceding year.  The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include:(1)  a statement of support, revenue, and expenses;(2)  a statement of changes in fund balances;(3)  a statement of functional expenses;  and(4)  a balance sheet for each fund.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.353 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.353. Availability of Financial Information for Public Inspection

Sec. 22.353.  AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION.  (a)  A corporation shall keep records, books, and annual reports of the corporation's financial activity at the corporation's registered or principal office in this state for at least three years after the close of the fiscal year.(b)  The corporation shall make the records, books, and reports available to the public for inspection and copying at the corporation's registered or principal office during regular business hours.  The corporation may charge a reasonable fee for preparing a copy of a record or report.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.354 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.354. Failure to Maintain Financial Record or Prepare Annual Report; Offense

Sec. 22.354.  FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL REPORT;  OFFENSE.  (a)  A corporation commits an offense if the corporation fails to maintain a financial record, prepare an annual report, or make the record or report available to the public in the manner required by Section 22.353.(b)  An offense under this section is a Class B misdemeanor.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.355 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.355. Exemptions From Certain Requirements Relating to Financial Records and Annual Reports

Sec. 22.355.  EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS AND ANNUAL REPORTS.  Sections 22.352, 22.353, and 22.354 do not apply to:(1)  a corporation that solicits funds only from members of the corporation;(2)  a corporation that does not intend to solicit and receive and does not actually raise or receive during a fiscal year contributions in an amount exceeding $10,000 from a source other than its own membership;(3)  a private or independent institution of higher education described by Section 61.003, Education Code, accredited by a recognized accrediting agency as defined by Section 61.003, Education Code, a postsecondary educational institution authorized to grant degrees under a certificate of authority issued by the Texas Higher Education Coordinating Board or a foundation chartered for the benefit of the institution or any component part of the institution, a career school or college that has received a certificate of approval from the Texas Workforce Commission, a public institution of higher education or a foundation chartered for the benefit of the institution or any component part of the institution, or an elementary or secondary school;(4)  a religious institution that is a church, an ecclesiastical or denominational organization, or another established physical place for worship at which religious services are the primary activity and are regularly conducted;(5)  a trade association or professional society the income of which is principally derived from membership dues and assessments, sales, or services;(6)  an insurer licensed and regulated by the Texas Department of Insurance; or(7)   an alumni association of a public or private institution of higher education in this state that is recognized and acknowledged as the official alumni association by the institution.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 70, eff. January 1, 2006.|
TX Bus Orgs § 22.356 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter H. Records and Reports|Section 22.356. Corporations Assisting State Agencies

Sec. 22.356.  CORPORATIONS ASSISTING STATE AGENCIES.  (a)  In this section, "state agency" means:(1)  a board, commission, department, office, or other entity that is in the executive branch of state government and that was created by the constitution or a statute of this state, including an institution of higher education as defined by Section 61.003, Education Code;(2)  the legislature or a legislative agency;  or(3)  the supreme court, the court of criminal appeals, a court of appeals, the state bar, or another state judicial agency.(b)  The books and records of a corporation other than a bona fide alumni association are subject to audit at the discretion of the state auditor if:(1)  the corporation's certificate of formation specifically dedicates the corporation's activities to the benefit of a particular state agency; and(2)  a board member, officer, or employee of that state agency is a director of the corporation.(c)  If the corporation's charter specifically dedicates the corporation's activities to the benefit of a particular state agency but the conditions described by Subsection (b)(2) do not exist, a corporation shall file with the secretary of state a copy of the report required by Section 22.352(b) for the preceding fiscal year not later than the 89th day after the last day of the corporation's fiscal year.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 19, eff. September 1, 2019.|