reglab/housing_qa huggingface dataset:
TX Bus Orgs § 22.154 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.154. Failure to Call Annual Meeting

Sec. 22.154.  FAILURE TO CALL ANNUAL MEETING.  (a)  If the board of directors of a corporation fails to call the annual meeting of members when required, a member of the corporation may demand that the meeting be held within a reasonable time.  The demand must be made in writing and sent to an officer of the corporation by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents.(b)  If a required annual meeting is not called before the 61st day after the date of demand, a member of the corporation may compel the holding of the meeting by legal action directed against the board of directors, and each of the extraordinary writs of common law and of courts of equity are available to the member to compel the holding of the meeting.  Each member has a justiciable interest sufficient to enable the member to institute and prosecute the legal proceedings.(c)  Failure to hold a required annual meeting at the designated time does not result in the winding up and termination of the corporation.|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. 87, eff. September 1, 2007.Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 28, eff. September 1, 2017.|
TX Bus Orgs § 22.155 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.155. Special Meetings of Members

Sec. 22.155.  SPECIAL MEETINGS OF MEMBERS.  A special meeting of the members of a corporation may be called by:(1)  the president;(2)  the board of directors;(3)  members having not less than one-tenth of the votes entitled to be cast at the meeting;  or(4)  other officers or persons 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 § 22.156 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.156. Notice of Meeting

Sec. 22.156.  NOTICE OF MEETING.  (a)  A corporation other than a church shall provide written notice of the place, date, and time of a meeting of the members of the corporation and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called.  The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting.  Notice may be delivered personally or in accordance with Section 6.051(b).(b)  Notice of a meeting of the members of a corporation that is a church is sufficient if given by oral announcement at a regularly scheduled worship service before the meeting or as otherwise 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 § 22.157 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.157. Special Bylaws Affecting Notice

Sec. 22.157.  SPECIAL BYLAWS AFFECTING NOTICE.  (a)  A corporation may provide in the corporation's bylaws that notice of an annual or regular meeting is not required.(b)  A corporation having more than 1,000 members at the time a meeting is scheduled or called may provide notice of a meeting by publication in a newspaper of general circulation in the community in which the principal office of the corporation is located, if the corporation provides for that notice in its bylaws.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.158 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.158. Preparation and Inspection of List of Voting Members

Sec. 22.158.  PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS.  (a)   After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its voting members.  The list must identify:(1)  the members who are entitled to notice and the members who are not entitled to notice of the meeting;(2)  the address of each voting member;  and(3)  the number of votes each voting member is entitled to cast at the meeting.(b)  Not later than the second business day after the date notice is given of a meeting for which a list was prepared in accordance with Subsection (a), and continuing through the meeting, the list of voting members must be available at the corporation's principal office or at a reasonable place in the municipality in which the meeting will be held, as identified in the notice of the meeting, for inspection by members entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.(c)  A voting member or voting member's agent or attorney is entitled on written demand to inspect and, at the member's expense and subject to Section 22.351, copy the list at a reasonable time during the period the list is available for inspection.(d)  The corporation shall make the list of voting members available at the meeting.  A voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.159 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.159. Quorum of Members

Sec. 22.159.  QUORUM OF MEMBERS.  (a)  Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum.(b)  The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the certificate of formation or bylaws.(c)  Unless otherwise provided by the certificate of formation or bylaws, a church incorporated before May 12, 1959, is considered to have provided in the certificate of formation or bylaws that members present at a meeting for which notice has been given constitute a quorum.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.160 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.160. Voting of Members

Sec. 22.160.  VOTING OF MEMBERS.  (a)  Each member of a corporation, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, except to the extent that the voting rights of members of a class are limited, enlarged, or denied by the certificate of formation or bylaws of the corporation.(b)  A member may vote in person or, unless otherwise provided by the certificate of formation or bylaws, by proxy executed in writing by the member or the member's attorney-in-fact.(c)  Unless otherwise provided by the proxy, a proxy is revocable and expires 11 months after the date of its execution.  A proxy may not be irrevocable for longer than 11 months.(d)  If authorized by the certificate of formation or bylaws of the corporation, a member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.161 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.161. Election of Directors

Sec. 22.161.  ELECTION OF DIRECTORS.  (a)  A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election the member has a right to vote.(b)  If expressly authorized by the corporation's certificate of formation, the member may cumulate the member's vote by:(1)  giving one candidate a number of votes equal to the number of the directors to be elected multiplied by the member's vote;  or(2)  distributing the votes on the same principle among any number of the candidates.(c)  A member who intends to cumulate votes under Subsection (b) shall give written notice of the member's intention to the secretary of the corporation not later than the day preceding the date of the election.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.162 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.162. Greater Voting Requirements Under Certificate of Formation

Sec. 22.162.  GREATER VOTING REQUIREMENTS UNDER CERTIFICATE OF FORMATION.  If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by this chapter with respect to an action to be taken by the members, the certificate of formation controls.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.163 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.163. Record Date for Determination of Members

Sec. 22.163.  RECORD DATE FOR DETERMINATION OF MEMBERS.  (a)  The record date for determining members of a corporation may be set as provided by Section 6.101.(b)  If a record date is not set under Section 6.101:(1)  members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting;(2)  members at the close of business on the business day preceding the date notice is given, or if notice is waived, at the close of business on the business day preceding the date of the meeting, are entitled to notice of a meeting of members;  and(3)  members at the close of business on the later of the day the board of directors adopts the resolution relating to the action or the 60th day before the date of the action are entitled to exercise any rights regarding any other lawful action.(c)  The record date for the determination of members entitled to notice of or to vote at a meeting is effective for an adjournment of the meeting unless the board of directors of a corporation sets a new date for determining the right to notice of or to vote at the adjournment. |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. 88, eff. September 1, 2007.|
TX Bus Orgs § 22.164 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter D. Members|Section 22.164. Vote Required to Approve Fundamental Action

Sec. 22.164.  VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.  (a)  In this section, "fundamental action" means:(1)  an amendment of a certificate of formation, including an amendment required for the cancellation of an event requiring winding up in accordance with Section 11.152(b);(2)  a voluntary winding up under Chapter 11;(3)  a revocation of a voluntary decision to wind up under Section 11.151;(4)  a cancellation of an event requiring winding up under Section 11.152(a);(5)  a reinstatement under Section 11.202;(6)  a distribution plan under Section 22.305;(7)  a plan of merger under Subchapter F;(8)  a sale of all or substantially all of the assets of a corporation under Subchapter F;(9)  a plan of conversion under Subchapter F; or(10)  a plan of exchange under Subchapter F.(b)  Except as otherwise provided by Subsection (c) or (d) or the certificate of formation in accordance with Section 22.162, the vote required for approval of a fundamental action is:(1)  at least two-thirds of the votes that members present in person or by proxy are entitled to cast at the meeting at which the action is submitted for a vote, if the corporation has members with voting rights;(2)  at least two-thirds of the votes of members present at the meeting at which the action is submitted for a vote, if the management of the affairs of the corporation is vested in the corporation's members under Section 22.202; or(3)  the affirmative vote of the majority of the directors in office, if the corporation has no members or has no members with voting rights.(c)  If any class of members is entitled to vote on the fundamental action as a class by the terms of the certificate of formation or the bylaws, the vote required for the approval of the fundamental action is the vote required by Subsection (b)(1) and at least two-thirds of the votes that the members of each class in person or by proxy are entitled to cast at the meeting at which the action is submitted for a vote.(d)  If the corporation has no members or has no members with voting rights and the corporation does not hold any assets and has not solicited any assets or otherwise engaged in activities, the vote required for approval of a fundamental action consisting of an amendment to the certificate of formation to cancel an event requiring winding up or any of the actions described by Subsections (a)(2) through (a)(6) is the affirmative vote of a majority of the organizers or a majority of the directors in office.|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. 89, eff. September 1, 2007.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 28, eff. September 1, 2015.|
TX Bus Orgs § 22.201 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.201. Management by Board of Directors

Sec. 22.201.  MANAGEMENT BY BOARD OF DIRECTORS.  Except as provided by Section 22.202, the affairs of a corporation are managed by a board of directors.  The board of directors may be designated by any name appropriate to the customs, usages, or tenets of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.202 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.202. Management by Members

Sec. 22.202.  MANAGEMENT BY MEMBERS.  (a)  The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation.  If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws.(b)  A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that:(1)  was incorporated before January 1, 1994;  and(2)  has the management of its affairs vested in the corporation's members.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.203 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.203. Board Member Eligibility Requirements

Sec. 22.203.  BOARD MEMBER ELIGIBILITY REQUIREMENTS.  A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of formation or a bylaw of the corporation imposes that requirement.  The certificate of formation or bylaws may prescribe other qualifications for directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.204 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.204. Number of Directors

Sec. 22.204.  NUMBER OF DIRECTORS.  (a)  If the corporation has a board of directors, a corporation may not have fewer than three directors.  The number of directors shall be set by, or in the manner provided by, the certificate of formation or bylaws of the corporation, except that the number of directors on the initial board of directors must be set by the certificate of formation.(b)  The number of directors may be increased or decreased by amendment to, or in the manner provided by, the certificate of formation or bylaws.  A decrease in the number of directors may not shorten the term of an incumbent director.(c)  In the absence of a provision of the certificate of formation or a bylaw setting the number of directors or providing for the manner in which the number of directors shall be determined, the number of directors is the same as the number constituting the initial board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.205 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.205. Designation of Initial Board of Directors

Sec. 22.205.  DESIGNATION OF INITIAL BOARD OF DIRECTORS.  If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the members of the initial board of directors of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.206 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.206. Election or Appointment of Board of Directors

Sec. 22.206.  ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS.  Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws.  If the method of election, designation, or appointment is not provided by the certificate of formation or bylaws, directors other than the initial directors are elected by the board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.207 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.207. Election and Control by Certain Entities

Sec. 22.207.  ELECTION AND CONTROL BY CERTAIN ENTITIES.  (a)  The board of directors of a religious, charitable, educational, or eleemosynary corporation may be affiliated with, elected, and controlled by an incorporated or unincorporated convention, conference, or association organized under the laws of this or another state, the membership of which is composed of representatives, delegates, or messengers from a church or other religious association.(b)  The board of directors of a corporation may be wholly or partly elected by one or more associations or corporations organized under the laws of this or another state if:(1)  the certificate of formation or bylaws of the corporation provide for that election;  and(2)  the corporation has no members with voting rights.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.208 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.208. Term of Office

Sec. 22.208.  TERM OF OFFICE.  (a)  Unless the director resigns or is removed, a director on the initial board of directors of a corporation holds office until the first annual election of directors or for the period specified in the certificate of formation or bylaws of the corporation.  Directors other than the initial directors are elected, appointed, or designated for the terms provided by the certificate of formation or bylaws.(b)  In the absence of a provision in the certificate of formation or bylaws setting the term of office for directors, a director holds office until the next annual election of directors and until a successor is elected, appointed, or designated and qualified.(c)  A director may be removed from office as provided in Section 22.211.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 68, eff. January 1, 2006.|
TX Bus Orgs § 22.209 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.209. Classification of Directors

Sec. 22.209.  CLASSIFICATION OF DIRECTORS.  Directors may be divided into classes.  The terms of office of the several classes are not required to be uniform.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.210 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.210. Non-Director Rights and Limitations

Sec. 22.210.  NON-DIRECTOR RIGHTS AND LIMITATIONS.   The certificate of formation or bylaws of a corporation may provide that a person who is not a director is entitled to receive notice of and to attend meetings of the board of directors.  By having those rights, the person does not have the authority, duties, or liabilities of a director and is not a governing person of the corporation.|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. 18, eff. September 1, 2019.|
TX Bus Orgs § 22.211 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.211. Removal of Director

Sec. 22.211.  REMOVAL OF DIRECTOR.  (a)  A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.(b)  In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director.  If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 22.2111 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.2111. Resignation of Director

Sec. 22.2111.  RESIGNATION OF DIRECTOR.  Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to the corporation.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 69, eff. January 1, 2006.|
TX Bus Orgs § 22.212 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter E. Management|Section 22.212. Vacancy

Sec. 22.212.  VACANCY.  (a)  Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall be filled by the affirmative vote of the majority of the remaining directors, regardless of whether that majority is less than a quorum.  A director elected to fill a vacancy is elected for the unexpired term of the member's predecessor in office.(b)  A vacancy in the board occurring because of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.  If a corporation has no members or has no members with the right to vote on the vacancy, the vacancy shall be filled as provided by the certificate of formation or bylaws.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|