reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.363. Voting on Matters Other Than Election of Directors

Sec. 21.363.  VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS.  (a)  Subject to Subsection (b), with respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by this code, the affirmative vote of the holders of the majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders' meeting of a corporation at which a quorum is present is the act of the shareholders.
(b)  With respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by this code, the certificate of formation or bylaws of a corporation may provide that the act of the shareholders of the corporation is:
(1)  the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter;
(2)  the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter and represented in person or by proxy at a shareholders' meeting at which a quorum is present;
(3)  the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for or against, the matter at a shareholders' meeting at which a quorum is present;  or
(4)  the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders' meeting at which a quorum is present.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.365. Changes in Vote Required for Certain Matters

Sec. 21.365.  CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS.  (a)  With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by this code, the certificate of formation of a corporation may provide that the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter is required for shareholder action on that matter.
(b)  With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares of a class or series is required by this code, the certificate of formation may provide that the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares of that class or series is required for action of the holders of shares of that class or series on that matter.
(c)  If a provision of the certificate of formation provides that the affirmative vote of the holders of a specified portion that is greater than the majority of the shares entitled to vote on a matter is required for shareholder action on that matter, the provision may not be amended, directly or indirectly, without the same affirmative vote unless otherwise provided by the certificate of formation.
(d)  If a provision of the certificate of formation provides that the affirmative vote of the holders of a specified portion that is greater than the majority of the shares of a class or series is required for shareholder action on a matter, the provision may not be amended, directly or indirectly, without the same affirmative vote unless otherwise provided by the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.366. Number of Votes per Share

Sec. 21.366.  NUMBER OF VOTES PER SHARE.  (a)  Except as provided by the certificate of formation of a corporation or this code, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a shareholders' meeting.
(b)  If the certificate of formation provides for more or less than one vote per share on a matter for all of the outstanding shares or for the shares of a class or series, each reference in this code or in the certificate of formation or bylaws, unless expressly stated otherwise, to a specified portion of the shares with respect to that matter refers to the portion of the votes entitled to be cast with respect to those shares under the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.367. Voting in Person or by Proxy

Sec. 21.367.  VOTING IN PERSON OR BY PROXY.  (a)  A shareholder may vote in person or by proxy executed in writing by the shareholder.
(b)  A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, is considered an execution in writing for purposes of this section.  Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.368. Term of Proxy

Sec. 21.368.  TERM OF PROXY.  A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum › Section 21.369. Revocability of Proxy

Sec. 21.369.  REVOCABILITY OF PROXY.  (a)  In this section, a "proxy coupled with an interest" includes the appointment as proxy of:
(1)  a pledgee;
(2)  a person who purchased or agreed to purchase the shares subject to the proxy;
(3)  a person who owns or holds an option to purchase the shares subject to the proxy;
(4)  a creditor of the corporation who extended the corporation credit under terms requiring the appointment;
(5)  an employee of the corporation whose employment contract requires the appointment;  or
(6)  a party to a voting agreement created under Section 6.252 or a shareholders' agreement created under Section 21.101.
(b)  A proxy is revocable unless:
(1)  the proxy form conspicuously states that the proxy is irrevocable;  and
(2)  the proxy is coupled with an interest.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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.
2023 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.
2023 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) 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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 29, eff. September 1, 2023.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.