reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.906 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.906. Notice Requirements for Ratified Defective Corporate Act Submitted for Shareholder Approval

Sec. 21.906.  NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR SHAREHOLDER APPROVAL.  (a)  If the ratification of a defective corporate act is required to be submitted to the shareholders for approval under Section 21.905, notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to:(1)  each holder of record, as of the record date of the meeting, of valid shares and putative shares, regardless of whether the shares are voting or nonvoting, at the address of the holder as it appears or most recently appeared, as appropriate, on the corporation's records; and(2)  each holder of record of valid shares and putative shares, regardless of whether the shares are voting or nonvoting, other than to a holder whose identity or address cannot be ascertained from the corporation's records:(A)  as of the time of the defective corporate act; or(B)  in the case of any defective corporate act that involved the establishment of a putative record date, as of that putative record date.(b)  The notice must contain:(1)  copies of the resolutions adopted by the board of directors under Section 21.903 or the information required by Sections 21.903(a)(1)-(5); and(2)  a statement that, on shareholder approval of the ratification of the defective corporate act or putative shares made in accordance with this subchapter, the holder's rights to challenge the defective corporate act or putative shares are limited to an action claiming that a court of appropriate jurisdiction, in its discretion, should declare:(A)  that the ratification not take effect or that it take effect only on certain conditions, if that action is filed with the court not later than the 120th day after the applicable validation effective time; or(B)  that the ratification was not accomplished in accordance with this subchapter.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 19, eff. September 1, 2017.Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 12, eff. September 1, 2019.|
TX Bus Orgs § 21.909 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.909. Adoption of Resolutions; Effect on Defective Corporate Act

Sec. 21.909.  ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT.  On or after the validation effective time, unless determined otherwise in an action brought under Section 21.914 and subject to Section 21.907(e), each defective corporate act ratified in accordance with this subchapter may not be considered void or voidable as a result of the failure of authorization described by the resolutions adopted under Sections 21.903 and 21.904, and the effect shall be retroactive to the time of the defective corporate act.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 22, eff. September 1, 2017.|
TX Bus Orgs § 21.910 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.910. Adoption of Resolutions; Effect on Putative Shares

Sec. 21.910.  ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES.  On or after the validation effective time, unless determined otherwise in an action brought under Section 21.914 and subject to Section 21.907(e), each putative share or fraction of a putative share issued or purportedly issued pursuant to a defective corporate act ratified in accordance with this subchapter and described by the resolutions adopted under Sections 21.903 and 21.904 may not be considered void or voidable and is considered to be an identical share or fraction of a share outstanding as of the time it was purportedly issued.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 23, eff. September 1, 2017.|
TX Bus Orgs § 21.912 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.912. Valid Shares or Putative Shares

Sec. 21.912.  VALID SHARES OR PUTATIVE SHARES.  In the absence of actual fraud in the transaction, the judgment of the board of directors of a corporation that shares of the corporation are valid shares or putative shares is conclusive, unless otherwise determined by the district court in a proceeding brought under Section 21.914.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.|
TX Bus Orgs § 21.913 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.913. Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive

Sec. 21.913.  RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE.  (a)  Ratification of an act or transaction under this subchapter or validation of an act or transaction as provided by Sections 21.914 through 21.917 is not the exclusive means of ratifying or validating any act or transaction taken by or on behalf of the corporation, including any defective corporate act or any issuance of putative shares or other shares, or of adopting or endorsing any act or transaction taken by or in the name of the corporation before the corporation exists.(b)  The absence or failure of ratification of an act or transaction in accordance with this subchapter or of validation of an act or transaction as provided by Sections 21.914 through 21.917 does not, of itself, affect the validity or effectiveness of any act or transaction or the issuance of any shares properly ratified under common law or otherwise, nor does it create a presumption that any such act or transaction is or was a defective corporate act or that those shares are void or voidable.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 26, eff. September 1, 2017.|
TX Bus Orgs § 21.915 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.915. Exclusive Jurisdiction

Sec. 21.915.  EXCLUSIVE JURISDICTION.  The district court has exclusive jurisdiction to hear and determine any action brought under Section 21.914.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.|
TX Bus Orgs § 21.916 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.916. Service

Sec. 21.916.  SERVICE.  (a)  Service of an application filed under Section 21.914 on the registered agent of a corporation or in any other manner permitted by applicable law is considered to be service on the corporation, and no other party need be joined in order for the district court to adjudicate the matter.(b)  If an action is brought by a corporation under Section 21.914, the district court may require that notice of the action be provided to other persons identified by the court and permit those other persons to intervene in the action.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.|
TX Bus Orgs § 21.917 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.917. Statute of Limitations

Sec. 21.917.  STATUTE OF LIMITATIONS.  (a)  This section does not apply to:(1)  an action asserting that a ratification was not accomplished in accordance with this subchapter; or(2)  any person to whom notice of the ratification was not given as required by Sections 21.906 and 21.911.(b)  Notwithstanding any other provision of this subchapter:(1)  an action claiming that a defective corporate act or putative shares are void or voidable due to a failure of authorization identified in the resolutions adopted in accordance with Section 21.903 may not be filed in or must be dismissed by any court after the applicable validation effective time; and(2)  an action claiming that a court of appropriate jurisdiction, in its discretion, should declare that a ratification in accordance with this subchapter not take effect or that the ratification take effect only on certain conditions may not be filed with the court after the expiration of the 120th day after the later of the validation effective time or the time that any notice required to be given under Section 21.911 is given with respect to the ratification.(c)  Except as otherwise provided by a corporation's governing documents, for purposes of this section, notice under Section 21.911 that is:(1)  mailed is considered to be given on the date the notice is deposited in the United States mail with postage paid in an envelope addressed to the holder at the holder's address appearing or most recently appearing, as appropriate, in the records of the corporation; and(2)  transmitted by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the holder, or to which the holder consents, for the purpose of receiving notice.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 27, eff. September 1, 2017.|
TX Bus Orgs § 21.951 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.951. Law Applicable to Public Benefit Corporations; Formation

Sec. 21.951.  LAW APPLICABLE TO PUBLIC BENEFIT CORPORATIONS; FORMATION.  (a)  A for-profit corporation may elect under Section 3.007(e) to be a public benefit corporation that is governed by this subchapter.(b)  If a corporation elects to be a public benefit corporation, the corporation is subject to the other provisions of this chapter and other provisions of this code applicable to for-profit corporations.(c)  To the extent of a conflict between this subchapter and another provision of this chapter or another provision of this code applicable to for-profit corporations, this subchapter controls.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 21.952 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.952. Definitions

Sec. 21.952.  DEFINITIONS.  In this subchapter:(1)  "Public benefit" means a positive effect, or a reduction of a negative effect, on one or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders of the corporation, including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature.(2)  "Public benefit corporation" means a domestic for-profit corporation that elects under Section 3.007(e) to be a public benefit corporation governed by this subchapter.(3)  "Public benefit provisions" means the provisions of a certificate of formation that are required by Section 3.007(e) and this subchapter.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 21.953 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.953. Purpose of Public Benefit Corporation; Name of Corporation

Sec. 21.953.  PURPOSE OF PUBLIC BENEFIT CORPORATION; NAME OF CORPORATION.  (a)  A public benefit corporation is a domestic for-profit corporation that is intended to produce a public benefit or benefits and to operate in a responsible and sustainable manner.(b)  To accomplish the purpose of the corporation described by Subsection (a), a public benefit corporation shall be managed in a manner that balances:(1)  the shareholders' pecuniary interests;(2)  the best interests of those persons materially affected by the corporation's conduct; and(3)  the public benefit or benefits specified in the corporation's certificate of formation.(c)  The name of the public benefit corporation specified in its certificate of formation may contain the words "public benefit corporation," the abbreviation "P.B.C.," or the designation "PBC."  If the name does not contain those words or that abbreviation or designation, before the issuance of unissued shares or the disposition of treasury shares and except as provided by Subsection (d), notice that the corporation is a public benefit corporation shall be given to any person:(1)  to whom the unissued shares are issued; or(2)  who acquires the treasury shares.(d)  Notice is not required to be provided under Subsection (c) if:(1)  the issuance or disposal of shares described by that subsection is under an offering registered under the Securities Act of 1933 (15 U.S.C. Section 77a et seq.); or(2)  at the time of the issuance or disposal of  shares described by that subsection, the corporation has a class of securities registered under the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.).(e)  Section 5.054(a) does not apply to a public benefit corporation that includes in its name the words, abbreviation, or designation permitted by Subsection (c).|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.Amended by: Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 14, eff. September 1, 2019.|
TX Bus Orgs § 21.955 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.955. Stock Certificates; Notices Regarding Uncertificated Stock

Sec. 21.955.  STOCK CERTIFICATES; NOTICES REGARDING UNCERTIFICATED STOCK.  (a)  A stock certificate issued by a public benefit corporation must note conspicuously that the corporation is a public benefit corporation governed by this subchapter.(b)  A notice sent to any person under Section 3.205 must state conspicuously that the corporation is a public benefit corporation governed by this subchapter.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.Amended by: Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 15, eff. September 1, 2019.|
TX Bus Orgs § 21.956 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.956. Duties of Directors

Sec. 21.956.  DUTIES OF DIRECTORS.  (a)  The board of directors of a public benefit corporation shall manage or direct the business and affairs of the corporation in a manner that balances:(1)  the pecuniary interests of the shareholders;(2)  the best interests of those persons materially affected by the corporation's conduct; and(3)  the specific public benefit or benefits specified in the corporation's certificate of formation.(b)  A director of a public benefit corporation does not, by virtue of the public benefit provisions included in the certificate of formation or by virtue of the purpose and requirements of Sections 21.953(a) and (b), owe any duty to any person because of:(1)  any interest the person has in the public benefit or benefits specified in the certificate of formation; or(2)  any interest materially affected by the corporation's conduct.(c)  With respect to a decision implicating the balance requirement of Subsection (a), a director of a public benefit corporation is considered to have satisfied the director's duties to shareholders and the corporation if the director's decision is both informed and disinterested and is not a decision that no person of ordinary, sound judgment would approve.(d)  The certificate of formation of a public benefit corporation may include a provision that any disinterested failure of a director to satisfy the requirements of this section does not, for the purposes of the applicable provisions of this code, constitute an act or omission not in good faith or a breach of the duty of loyalty.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 21.957 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.957. Periodic Statements

Sec. 21.957.  PERIODIC STATEMENTS.  (a)  A public benefit corporation shall include in each notice of a meeting of shareholders a statement to the effect that the corporation is a public benefit corporation governed by this subchapter.(b)  A public benefit corporation, at least biennially, shall provide to the corporation's shareholders a statement pertaining to the corporation's promotion of the public benefit or benefits specified in the corporation's certificate of formation and promotion of the best interests of those materially affected by the corporation's conduct.  The statement must include:(1)  the objectives the board of directors has established to promote the public benefit or benefits and interests;(2)  the standards the board of directors has adopted to measure the corporation's progress in promoting the public benefit or benefits and interests;(3)  objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting the public benefit or benefits and interests; and(4)  an assessment of the corporation's success in meeting the objectives and promoting the public benefit or benefits and interests.(c)  The certificate of formation or bylaws of a public benefit corporation may require that the corporation:(1)  provide the statement required by Subsection (b) more frequently than biennially; or(2)  make the statement required by Subsection (b) available to the public.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 21.958 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.958. Derivative Suits

Sec. 21.958.  DERIVATIVE SUITS.  (a)  In this section, "shareholder"  means:(1)  shareholders of a public benefit corporation that own, individually or collectively, at least two percent of the corporation's outstanding shares; or(2)  shareholders of a public benefit corporation the shares of which are listed on a national securities exchange that own at least the lesser of:(A)  the percentage of shares described by Subdivision (1); or(B)  shares whose market value is at least $2 million.(b)  A shareholder of a public benefit corporation may maintain a derivative action on behalf of the corporation to enforce compliance with the requirements of Section 21.956(a).|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 21.959 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter S. Public Benefit Corporations|Section 21.959. No Effect on Other Corporations

Sec. 21.959.  NO EFFECT ON OTHER CORPORATIONS.  Except as provided by Section 21.954, this subchapter does not apply to a corporation that is not a public benefit corporation.|Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017.|
TX Bus Orgs § 22.001 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter A. General Provisions|Section 22.001. Definitions

Sec. 22.001.  DEFINITIONS.  In this chapter:(1)  "Board of directors" means the group of persons vested with the management of the affairs of the corporation, regardless of the name used to designate the group.(2)  "Bylaws" means the rules adopted to regulate or manage the corporation, regardless of the name used to designate the rules.(3)  "Corporation" or "domestic corporation" means a domestic nonprofit corporation subject to this chapter.(3-a)  "Director" means a person who is a member of the board of directors, regardless of the name or title used to designate the person.  The term does not include a person designated as a director of the corporation, or as an ex officio, honorary, or other type of director of the corporation if the person is not entitled to vote as a director.(4)  "Foreign corporation" means a foreign nonprofit corporation.(5)  "Nonprofit corporation" means a corporation no part of the income of which is distributable to a member, director, or officer of the corporation, except as provided by Section 22.054.(6)  "Ordinary care" means the care that an ordinarily prudent person in a similar position would exercise under similar circumstances.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 121 (S.B. 1233), Sec. 1, eff. May 23, 2015.Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 16, eff. September 1, 2019.|
TX Bus Orgs § 22.002 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter A. General Provisions|Section 22.002. Meetings by Remote Communications Technology

Sec. 22.002.  MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY.  A meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means, in accordance with Section 6.002.|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. 17, eff. September 1, 2019.|
TX Bus Orgs § 22.051 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 22 - Nonprofit Corporations|Subchapter B. Purposes and Powers|Section 22.051. General Purposes

Sec. 22.051.  GENERAL PURPOSES.  A nonprofit corporation may be formed for any lawful purpose or purposes not expressly prohibited under this chapter or Chapter 2, including any purpose described by Section 2.002.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|