reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.370 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum|Section 21.370. Enforceability of Proxy

Sec. 21.370.  ENFORCEABILITY OF PROXY.  (a)  An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if:(1)  the proxy is noted conspicuously on the certificate representing the shares subject to the proxy;  or(2)  in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.(b)  An irrevocable proxy that is otherwise enforceable is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value, unless the proxy is:(1)  noted conspicuously on the certificate representing the shares subject to the proxy;  or(2)  in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.(c)  An irrevocable proxy shall be specifically enforceable against a person who is not a transferee for value from the time the person acquires actual knowledge of the existence of the irrevocable proxy.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.371 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum|Section 21.371. Procedures in Bylaws Relating to Proxies

Sec. 21.371.  PROCEDURES IN BYLAWS RELATING TO PROXIES.  (a)  A corporation may establish in the corporation's bylaws procedures consistent with this code for determining the validity of proxies and determining whether shares that are held of record by a bank, broker, or other nominee are represented at a meeting of shareholders.  The procedures may incorporate rules of and determinations made by a stock exchange or self-regulatory organization regulating the corporation or that bank, broker, or other nominee.(b)  The bylaws may contain one or both of the following:(1)  a provision requiring that, when soliciting proxies or consents with respect to an election of directors, the corporation include in both its proxy statement and any form of its proxy or consent, in addition to individuals nominated by the board of directors, one or more individuals nominated by a shareholder, subject to any procedures or conditions as may be provided in the bylaws; and(2)  a provision requiring that the corporation reimburse expenses incurred by a shareholder in soliciting proxies or consents with respect to an election of directors so long as the provision does not apply to any election for which the record date precedes the adoption of the bylaw provision, but subject to any procedures or conditions as may be provided in the bylaws.|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. 25, eff. September 1, 2015.|
TX Bus Orgs § 21.372 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum|Section 21.372. Shareholder Meeting List

Sec. 21.372.  SHAREHOLDER MEETING LIST.  (a)  Not later than the 11th day before the date of each meeting of the shareholders of a corporation, an alphabetical list of the shareholders entitled to vote at the meeting or at any adjournment of the meeting shall be prepared by or on behalf of the corporation.  The list of shareholders must:(1)  state:(A)  the address of each shareholder;(B)  the type of shares held by each shareholder;(C)  the number of shares held by each shareholder; and(D)  the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares stated under Paragraph (C); and(2)  be kept on file at the registered office or principal executive office of the corporation for at least 10 days before the date of the meeting.(a-1)  Instead of being kept on file, the list required by Subsection (a) may be kept on a reasonably accessible electronic data system if the information required to gain access to the list is provided with notice of the meeting.  Section 21.353(c), Section 21.354(a-1), and this subsection may not be construed to require a corporation to include any electronic contact information of a shareholder on the list.  A corporation that elects to make the list available on an electronic data system must take reasonable measures to ensure the information is available only to shareholders of the corporation.(b)  The original share transfer records of the corporation are prima facie evidence of the shareholders of the corporation entitled to vote at the meeting.(c)  Failure to comply with this section does not affect the validity of any action taken at a meeting of the shareholders of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 55, eff. January 1, 2006.Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 76, eff. September 1, 2007.Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 7, eff. September 1, 2019.|
TX Bus Orgs § 21.401 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.401. Management by Board of Directors

Sec. 21.401.  MANAGEMENT BY BOARD OF DIRECTORS.  (a)  Except as provided by Section 21.101 or Subchapter O, the board of directors of a corporation shall:(1)  exercise or authorize the exercise of the powers of the corporation;  and(2)  direct the management of the business and affairs of the corporation.(b)  In discharging the duties of director under this code or otherwise and in considering the best interests of the corporation, a director is entitled to consider the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation.(c)  In discharging the duties of a director under this code or otherwise, a director is entitled to consider any social purposes specified in the corporation's certificate of formation.(d)  Subject to direction by the board of directors of the corporation, in discharging the duties of an officer under this code or otherwise, an officer is entitled to consider:(1)  the long-term and short-term interests of the corporation and of the corporation's shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and(2)  any social purposes specified in the corporation's certificate of formation.(e)  Nothing in this section prohibits or limits a director or officer of a corporation that does not have a social purpose specified as a purpose in the corporation's certificate of formation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2013, 83rd Leg., R.S., Ch. 100 (S.B. 849), Sec. 4, eff. September 1, 2013.|
TX Bus Orgs § 21.402 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.402. Board Member Eligibility Requirements

Sec. 21.402.  BOARD MEMBER ELIGIBILITY REQUIREMENTS.  Unless the certificate of formation or bylaws of a corporation provide otherwise, a person is not required to be a resident of this state or a shareholder of the corporation to serve as a director.  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 § 21.403 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.403. Number of Directors

Sec. 21.403.  NUMBER OF DIRECTORS.  (a)  The board of directors of a corporation may consist of one or more directors.(b)  If the corporation is to be managed by a board of 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.(c)  The number of directors may be increased or decreased by amendment to, or as provided by, the certificate of formation or bylaws.  A decrease in the number of directors may not shorten the term of an incumbent director.(d)  If the certificate of formation or bylaws do not set the number constituting the board of directors or provide for the manner in which the number of directors must be determined, the number of directors is the same as the number constituting the initial board of directors as set by the certificate of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.404 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.404. Designation of Initial Board of Directors

Sec. 21.404.  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 and addresses of the persons constituting the initial board of directors of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.405 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.405. Election of Board of Directors

Sec. 21.405.  ELECTION OF BOARD OF DIRECTORS.  (a)  At the first annual meeting of shareholders of a corporation and at each subsequent annual meeting of shareholders, the holders of shares entitled to vote in the election of directors shall elect directors for the term provided under Section 21.407, except as provided by Section 21.408.(b)  A corporation's certificate of formation may provide that the holders of a class or series of shares or a group of classes or series of shares are entitled to elect one or more directors of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.406 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.406. Special Voting Rights of Directors

Sec. 21.406.  SPECIAL VOTING RIGHTS OF DIRECTORS.  (a)  The certificate of formation of a corporation may provide that directors, regardless of whether elected by the holders of a class or series of shares or by a group of classes or series of shares, as provided by Section 21.405, are entitled to cast more or less than one vote on all matters or on specified matters.  Such a provision also applies to directors voting in any committee or subcommittee regarding all matters or the specified matters, as applicable, unless otherwise provided by the certificate of formation.(b)  Unless expressly stated otherwise, each reference in this code or in a corporation's certificate of formation or bylaws to a specified portion of the directors means the portion of the votes entitled to be cast by the directors to which the reference applies.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 36, eff. September 1, 2009.|
TX Bus Orgs § 21.407 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.407. Term of Office

Sec. 21.407.  TERM OF OFFICE.  Except as otherwise provided by this subchapter, the term of office of a director extends from the date the director is elected and qualified or named in the corporation's certificate of formation until the next annual meeting of shareholders and until the director's successor is elected and qualified.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 56, eff. January 1, 2006.|
TX Bus Orgs § 21.408 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.408. Special Terms of Office

Sec. 21.408.  SPECIAL TERMS OF OFFICE.  (a)  The certificate of formation or bylaws of a corporation may provide that all or some of the board of directors may be divided into two or three classes that shall include the same or a similar number of directors as each other class and that have staggered terms of office.(b)  The terms of office of the initial directors constituting the first class expire at the first annual meeting of shareholders after the election of those directors.  The terms of office of the initial directors constituting the second class expire at the second annual meeting of shareholders after election of those directors.  The terms of office of the initial directors constituting the third class, if any, expire at the third annual meeting of shareholders after election of those directors. In each case, the term of office of an initial director is extended until the director's successor is elected and has qualified.(c)  If the certificate of formation or bylaws provide for staggered terms of directors, the shareholders, at each annual meeting, shall elect a number of directors equal to the number of the class of directors whose terms expire at the time of the meeting.  The directors elected at an annual meeting shall hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes.(d)  Unless provided by the certificate of formation or a bylaw adopted by the shareholders, staggered terms for directors must be effected at a meeting of shareholders at which directors are elected.  Staggered terms for directors may not be effected if any shareholder has the right to cumulate votes for the election of directors and the board of directors consists of fewer than nine members.(e)  Directors elected by the holders of a class or series of shares or a group of classes or series of shares in accordance with the certificate of formation shall hold office for the terms specified by the certificate of formation.|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. 77, eff. September 1, 2007.|
TX Bus Orgs § 21.409 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.409. Removal of Directors

Sec. 21.409.  REMOVAL OF DIRECTORS.  (a)  Except as otherwise provided by the certificate of formation or bylaws of a corporation or this subchapter, the shareholders of the corporation may remove a director or the entire board of directors of the corporation, with or without cause, at a meeting called for that purpose, by a vote of the holders of a majority of the shares entitled to vote at an election of the director or directors.(b)  If the certificate of formation entitles the holders of a class or series of shares or a group of classes or series of shares to elect one or more directors, only the holders of shares of that class, series, or group may vote on the removal of a director elected by the holders of shares of that class, series, or group.(c)  If the certificate of formation permits cumulative voting and less than the entire board is to be removed, a director may not be removed if the votes cast against the removal would be sufficient to elect the director if cumulatively voted at an election of the entire board of directors, or if there are classes of directors, at an election of the class of directors of which the director is a part.(d)  In the case of a corporation the directors of which serve staggered terms, a director may not be removed except for cause unless the certificate of formation provides otherwise.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 57, eff. January 1, 2006.|
TX Bus Orgs § 21.4091 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.4091. Resignation of Directors

Sec. 21.4091.  RESIGNATION OF DIRECTORS.  (a)  Except as otherwise 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.(b)  The director's resignation takes effect on the date the notice is received by the corporation, unless the notice prescribes a later effective date or states that the resignation takes effect on the occurrence of a future event, such as the director's failure to receive a specified vote for reelection as a director.(c)  If the director's resignation is to take effect on a later date or on the occurrence of a future event, the resignation takes effect on the later date or when the event occurs.(d)  The director's resignation is irrevocable when it takes effect. The director's resignation is revocable before it takes effect unless the notice of resignation expressly states it is irrevocable.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 58, eff. January 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 78, eff. September 1, 2007.|
TX Bus Orgs § 21.410 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.410. Vacancy

Sec. 21.410.  VACANCY.  (a)  A vacancy occurring in the initial board of directors before the issuance of shares may be filled by the affirmative vote or written consent of the majority of the organizers or by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum of the board of directors.(b)  Except as provided by Subsection (e), a vacancy occurring in the board of directors after the issuance of shares may be filled by election at an annual or special meeting of shareholders called for that purpose or by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum of the board of directors.(c)  The term of a director elected to fill a vacancy occurring in the board of directors, including the initial directors, is the unexpired term of the director's predecessor in office.(d)  Except as provided by Subsection (e), a vacancy to be filled because of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders.  During a period between two successive annual meetings of shareholders, the board of directors may not fill more than two vacancies created by an increase in the number of directors.(e)  Unless otherwise authorized by a corporation's certificate of formation, a vacancy or a newly created vacancy in a director position that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only:(1)  by the affirmative vote of the majority of the directors then in office elected by the class, series, or group;(2)  by the sole remaining director elected in that manner;  or(3)  by the affirmative vote of the holders of the outstanding shares of the class, series, or group.|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. 79, eff. September 1, 2007.|
TX Bus Orgs § 21.411 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.411. Notice of Meeting

Sec. 21.411.  NOTICE OF MEETING.  (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.(c)  A notice of a board meeting is not required to specify the business to be transacted at the meeting or the purpose of the meeting, unless required by the bylaws.(d)  Notice of the date, time, place, or purpose of a regular or special meeting of the board of directors may be provided to a director by electronic transmission on consent of the director.  The director may specify the form of electronic transmission to be used to communicate notice.(e)  Notice is considered provided under Subsection (d) when the notice is:(1)  transmitted to a facsimile number provided by the director for the purpose of receiving notice;(2)  transmitted to an electronic mail address provided by the director for the purpose of receiving notice;(3)  posted on an electronic network and a message is sent to the director at the address provided by the director for the purpose of alerting the director of a posting; or(4)  communicated to the director by any other form of electronic transmission consented to by the director.(f)  A director may revoke the director's consent to receive notice by electronic transmission by providing written notice to the corporation.  The director's consent is considered revoked for purposes of Subsection (d) if the corporation is unable to deliver by electronic transmission two consecutive notices, and the secretary, assistant secretary, or transfer agent of the corporation, or another person responsible for delivering notice on behalf of the corporation, knows that delivery of those two electronic transmissions was unsuccessful.  Inadvertent failure to treat the unsuccessful transmissions as a revocation of the director's consent does not affect the validity of a meeting or other action.(g)  An affidavit of the secretary, assistant secretary, transfer agent, or other agent of a corporation stating that notice has been provided to a director of the corporation by electronic transmission is, in the absence of fraud, prima facie evidence that notice was provided under Subsections (d) and (e).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 59, eff. January 1, 2006.|
TX Bus Orgs § 21.412 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.412. Waiver of Notice

Sec. 21.412.  WAIVER OF NOTICE.  (a)  If the bylaws of a corporation require notice of a meeting to be given to a director, a written waiver of the notice signed by the director entitled to the notice, before or after the meeting, is equivalent to the giving of the notice.(b)  The attendance of a director at a board meeting constitutes a waiver of notice of the meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of business at the meeting because the meeting has not been lawfully called or convened.(c)  A waiver of notice of a board meeting is not required to specify the business to be transacted at the meeting or the purpose of the meeting, unless required by the bylaws.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|