reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.413 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.413. Quorum

Sec. 21.413.  QUORUM.  (a)  A quorum of the board of directors is the majority of the number of directors set or established in the manner provided by the certificate of formation or bylaws of a corporation unless the laws of this state, the certificate of formation, or the bylaws require a different number or portion.(b)  Neither the certificate of formation nor the bylaws may provide that less than one-third of the number of directors constitutes a quorum.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.414 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.414. Dissent to or Abstention From Action

Sec. 21.414.  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 has been taken is presumed to have assented to the action taken 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)  A director who voted in favor of an action may not dissent or abstain with respect to 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. 11, eff. September 1, 2017.|
TX Bus Orgs § 21.415 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.415. Action by Directors

Sec. 21.415.  ACTION BY DIRECTORS.  (a)  The act of a majority of the directors present 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 or by this code.(b)  Unless otherwise provided by the certificate of formation or bylaws, a written consent stating the action taken and signed by all members of the board of directors is also an act of the board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 27, eff. September 1, 2011.|
TX Bus Orgs § 21.416 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.416. Committees of Board of Directors

Sec. 21.416.  COMMITTEES OF BOARD OF DIRECTORS.  (a)  If authorized by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may designate:(1)  committees composed of one or more directors; or(2)  directors as alternate members of committees to replace absent or disqualified committee members at a committee meeting, subject to any limitations imposed by the board of directors.(b)  To the extent provided by a resolution of the board of directors designating a committee or by the certificate of formation or bylaws and subject to Subsection (c), the committee has the authority of the board of directors.(c)  A committee of the board of directors may not:(1)  amend the certificate of formation, except to:(A)  establish series of shares;(B)  increase or decrease the number of shares in a series;  or(C)  eliminate a series of shares as authorized by Section 21.155;(2)  propose a reduction of stated capital under Sections 21.253 and 21.254;(3)  approve a plan of merger, share exchange, or conversion of the corporation;(4)  recommend to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business;(5)  recommend to the shareholders a voluntary winding up and termination or a revocation of a voluntary winding up and termination;(6)  amend, alter, or repeal the bylaws or adopt new bylaws;(7)  fill vacancies on the board of directors;(8)  fill vacancies on or designate alternate members of a committee of the board of directors;(9)  fill a vacancy to be filled because of an increase in the number of directors;(10)  elect or remove officers of the corporation or members or alternate members of a committee of the board of directors;(11)  set the compensation of the members or alternate members of a committee of the board of directors;  or(12)  alter or repeal a resolution of the board of directors that states that it may not be amended or repealed by a committee of the board of directors.(d)  A committee of the board of directors may authorize a distribution or the issuance of shares if authorized by the resolution designating the committee or the certificate of formation or bylaws.(e)  The board of directors may remove a member of a committee appointed by the board if the board determines the removal is in the best interests of the corporation.  The removal of the member is without prejudice to any contract rights of the person removed.  Appointment of a member of a committee does not create contract rights.(f)  The designation and delegation of authority to a committee of the board of directors does not relieve the board of directors or a director of responsibility imposed by law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 60, eff. January 1, 2006.|
TX Bus Orgs § 21.417 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter I. Board of Directors|Section 21.417. Election of Officers

Sec. 21.417.  ELECTION OF OFFICERS.  The board of directors of a corporation shall elect a president and a secretary at the time and in the manner prescribed by the corporation's bylaws.  Other officers, including assistant officers and agents as deemed necessary, may be elected in accordance with Section 3.103.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.451 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.451. Definitions

Sec. 21.451.  DEFINITIONS.  In this subchapter:(1)  "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions.(2)  "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 business without regard to whether the disposition is made with the goodwill of the business.  The term does not include a transaction that results in the corporation directly or indirectly:(A)  continuing to engage in one or more businesses;  or(B)  applying a portion of the consideration received in connection with the transaction to the conduct of a business that the corporation engages in after the transaction.(3)  "Shares" includes a receipt or other instrument issued by a depository representing an interest in one or more shares or fractions of shares of a domestic or foreign corporation that are deposited with the depository.(4)  "Voting shares" means shares that entitle the holders of the shares to vote unconditionally in elections of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.452 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.452. Approval of Merger

Sec. 21.452.  APPROVAL OF MERGER.  (a)  A corporation that is a party to the merger under Chapter 10 must approve the merger by complying with this section.(b)  The board of directors of the corporation shall adopt a resolution that:(1)  approves the plan of merger;  and(2)  if shareholder approval of the merger is required by this subchapter:(A)  recommends that the plan of merger be approved by the shareholders of the corporation;  or(B)  directs that the plan of merger be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the plan of merger.(c)  Except as otherwise provided by this subchapter or Chapter 10, the plan of merger shall be submitted to the shareholders of the corporation for approval as provided by this subchapter.  The board of directors may place conditions on the submission of the plan of merger to the shareholders.(d)  If the board of directors approves a plan of merger required to be approved by the shareholders of the corporation but does not adopt a resolution recommending that the plan of merger be approved by the shareholders, the board of directors shall communicate to the shareholders the reason for the board's determination to submit the plan of merger without a recommendation.(e)  Except as provided by Chapter 10 or Sections 21.457 and 21.459, the shareholders of the corporation shall approve the plan of merger as provided by this subchapter.(f)  If after adoption of a resolution under Subsection (b)(2) the board of directors of the corporation determines that the plan of merger is not advisable, the plan of merger may be submitted to the shareholders of the corporation with a recommendation that the shareholders not approve the plan of merger.(g)  A plan of merger for a corporation may include a provision requiring that the plan of merger be submitted to the shareholders of the corporation regardless of whether the board of directors determines, after adopting a resolution or making a determination under this section, that the plan of merger is not advisable and recommends that the shareholders not approve the plan of merger.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 61, eff. January 1, 2006.Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 80, eff. September 1, 2007.|
TX Bus Orgs § 21.453 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.453. Approval of Conversion

Sec. 21.453.  APPROVAL OF CONVERSION.  (a)  A corporation must approve a conversion under Chapter 10 by complying with this section.(b)  The board of directors of the corporation shall adopt a resolution that approves the plan of conversion and:(1)  recommends that the plan of conversion be approved by the shareholders of the corporation;  or(2)  directs that the plan of conversion be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the plan of conversion.(c)  The plan of conversion shall be submitted to the shareholders of the corporation for approval as provided by this subchapter.  The board of directors may place conditions on the submission of the plan of conversion to the shareholders.(d)  If the board of directors approves a plan of conversion but does not adopt a resolution recommending that the plan of conversion be approved by the shareholders of the corporation, the board of directors shall communicate to the shareholders the reason for the board's determination to submit the plan of conversion without a recommendation.(e)  Except as provided by Section 21.457, the shareholders of the corporation shall approve the plan of conversion as provided by this subchapter.(f)  If after the adoption of a resolution under Subsection (b) the board of directors of the corporation determines that the plan of conversion is not advisable, the plan of conversion may be submitted to the shareholders of the corporation with a recommendation that the shareholders not approve the plan of conversion.(g)  A plan of conversion for a corporation may include a provision requiring that the plan of conversion be submitted to the shareholders of the corporation, regardless of whether the board of directors determines, after adopting a resolution or making a determination under this section, that the plan of conversion is not advisable and recommends that the shareholders not approve the plan of conversion.|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. 81, eff. September 1, 2007.Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 29, eff. September 1, 2011.|
TX Bus Orgs § 21.454 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.454. Approval of Exchange

Sec. 21.454.  APPROVAL OF EXCHANGE.  (a)  A corporation the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by complying with this section.(b)  The board of directors shall adopt a resolution that approves the plan of exchange and:(1)  recommends that the plan of exchange be approved by the shareholders of the corporation;  or(2)  directs that the plan of exchange be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the plan of exchange.(c)  The plan of exchange shall be submitted to the shareholders of the corporation for approval as provided by this subchapter.  The board of directors may place conditions on the submission of the plan of exchange to the shareholders.(d)  If the board of directors approves a plan of exchange but does not adopt a resolution recommending that the plan of exchange be approved by the shareholders of the corporation, the board of directors shall communicate to the shareholders the reason for the board's determination to submit the plan of exchange to shareholders without a recommendation.(e)  Except as provided by Section 21.457, the shareholders of the corporation shall approve the plan of exchange as provided by this subchapter.(f)  If after the adoption of a resolution under Subsection (b)(2) the board of directors of the corporation determines that the plan of exchange is not advisable, the plan of exchange may be submitted to the shareholders of the corporation with a recommendation that the shareholders not approve the plan of exchange.(g)  A plan of exchange for a corporation may include a provision requiring that the plan of exchange be submitted to the shareholders of the corporation regardless of whether the board of directors determines, after adopting a resolution or making a determination under this section, that the plan of exchange is not advisable and recommends that the shareholders not approve the plan of exchange.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 62, eff. January 1, 2006.Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 82, eff. September 1, 2007.|
TX Bus Orgs § 21.455 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.455. Approval of Sale of All or Substantially All of Assets

Sec. 21.455.  APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.  (a)  Except as provided by the certificate of formation of a domestic corporation, a sale, lease, pledge, mortgage, assignment, transfer, or other conveyance of an interest in real property or other assets of the corporation does not require the approval or consent of the shareholders of the corporation unless the transaction constitutes a sale of all or substantially all of the assets of the corporation.(b)  A corporation must approve the sale of all or substantially all of its assets by complying with this section.(c)  The board of directors of the corporation shall adopt a resolution that approves the sale of all or substantially all of the assets of the corporation and:(1)  recommends that the sale of all or substantially all of the assets of the corporation be approved by the shareholders of the corporation;  or(2)  directs that the sale of all or substantially all of the assets of the corporation be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the sale.(d)  The resolution proposing the sale of all or substantially all of the assets of the corporation shall be submitted to the shareholders of the corporation for approval as provided by this subchapter.  The board of directors may place conditions on the submission of the proposed sale to the shareholders.(e)  If the board of directors approves the sale of all or substantially all of the assets of the corporation but does not adopt a resolution recommending that the proposed sale be approved by the shareholders of the corporation, the board of directors shall communicate to the shareholders the reason for the board's determination to submit the proposed sale to shareholders without a recommendation.(f)  The shareholders of the corporation shall approve the sale of all or substantially all of the assets of the corporation as provided by this subchapter.  After the approval of the sale by the shareholders, the board of directors may abandon the sale of all or substantially all of the assets of the corporation, subject to the rights of a third party under a contract relating to the assets, without further action or approval by the shareholders.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.456 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.456. General Procedure for Submission to Shareholders of Fundamental Business Transaction

Sec. 21.456.  GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION.  (a)  If a fundamental business transaction involving a corporation is required to be submitted to the shareholders of the corporation under this subchapter, the corporation shall notify each shareholder of the corporation that the fundamental business transaction is being submitted to the shareholders for approval at a meeting of shareholders as required by this subchapter, regardless of whether the shareholder is entitled to vote on the matter.(b)  If the fundamental business transaction is a merger, conversion, or interest exchange, the notice required by Subsection (a) shall contain or be accompanied by a copy or summary of the plan of merger, conversion, or interest exchange, as appropriate, and the notice required by Section 10.355.(c)  The notice of the meeting must:(1)  be given not later than the 21st day before the date of the meeting;  and(2)  state that the purpose, or one of the purposes, of the meeting is to consider the fundamental business transaction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.457 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.457. General Vote Requirement for Approval of Fundamental Business Transaction

Sec. 21.457.  GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION.  (a)  Except as provided by this code or the certificate of formation of a corporation in accordance with Section 21.365, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote on a fundamental business transaction is required to approve the transaction.(b)  Unless provided by the certificate of formation or Section 21.458, shares of a class or series that are not otherwise entitled to vote on matters submitted to shareholders generally are not entitled to vote for the approval of a fundamental business transaction.(c)  Except as provided by this code, if a class or series of shares of a corporation is entitled to vote on a fundamental business transaction as a class or series, in addition to the vote required under Subsection (a), the affirmative vote of the holders of at least two-thirds of the outstanding shares in each class or series of shares entitled to vote on the fundamental business transaction as a class or series is required to approve the transaction.  Shares entitled to vote as a class or series shall only be entitled to vote as a class or series on the fundamental business transaction unless that class or series is otherwise entitled to vote on each matter submitted to the shareholders generally or is otherwise entitled to vote under the certificate of formation.(d)  Unless required by the certificate of formation, approval of a merger by shareholders is not required under this code for a corporation that is a party to the plan of merger unless that corporation is also a party to the merger.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.458 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.458. Class Voting Requirements for Certain Fundamental Business Transactions

Sec. 21.458.  CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS.  (a)  Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if:(1)  that class or series of shares is, under the plan of merger or conversion, to be converted into or exchanged for other securities, interests, obligations, rights to acquire shares, interests, or other securities, cash, property, or any combination of the items described by this subdivision;(2)  the plan of merger or conversion contains a provision that would require approval by that class or series of shares under Section 21.364 if the provision was contained in a proposed amendment to the corporation's certificate of formation; or(3)  that class or series of shares is entitled under the certificate of formation to vote as a class or series on the plan of merger or conversion.(b)  Separate voting by a class or series of shares of a corporation is required for approval of a plan of exchange if:(1)  shares of that class or series are to be exchanged under the terms of the plan of exchange;  or(2)  that class or series is entitled under the certificate of formation to vote as a class or series on the plan of exchange.(c)  Separate voting by a class or series of shares of a corporation is required for approval of a sale of all or substantially all of the assets of a corporation if that class or series of shares is entitled under the certificate of formation to vote as a class or series on the sale of the corporation's assets.|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. 12, eff. September 1, 2017.|
TX Bus Orgs § 21.460 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.460. Rights of Dissent and Appraisal

Sec. 21.460.  RIGHTS OF DISSENT AND APPRAISAL.  A shareholder of a domestic corporation has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|