reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.157. Enforceability of Restriction on Transfer of Certain Securities

Sec. 200.157.  ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES.  (a)  A restriction placed on the transfer or registration of the transfer of a security of a real estate investment trust is specifically enforceable against the holder, or a successor or transferee of the holder, if:
(1)  the restriction is reasonable and noted conspicuously on the certificate or other instrument representing the security;  or
(2)  with respect to an uncertificated security, the restriction is reasonable and a notation of the restriction is contained in the notice sent with respect to the security under Section 3.205.
(b)  Unless noted in the manner specified by Subsection (a) with respect to a certificate or other instrument or an uncertificated security, an otherwise enforceable restriction is ineffective against a transferee for value without actual knowledge of the restriction at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value.  A restriction is specifically enforceable against a person other than a transferee for value from the time the person acquires actual knowledge of the restriction's existence.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.158. Joint Ownership of Shares

Sec. 200.158.  JOINT OWNERSHIP OF SHARES.  (a)  If shares are registered on the books of a real estate investment trust in the names of two or more persons as joint owners with the right of survivorship and one of the owners dies, the real estate investment trust may record on its books and effect the transfer of the shares to a person, including the surviving joint owner, and pay any distributions made with respect to the shares, as if the surviving joint owner was the sole owner of the shares.  The recording and distribution authorized by this subsection must be made after the death of a joint owner and before the real estate investment trust receives actual written notice that a party other than a surviving joint owner is claiming an interest in the shares or distribution.
(b)  The discharge of a real estate investment trust from liability under Section 200.160 and the transfer of full legal and equitable title of the shares does not affect, reduce, or limit any cause of action existing in favor of an owner of an interest in the shares or distribution against the surviving owner.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.159. Liability for Designating Owner of Shares

Sec. 200.159.  LIABILITY FOR DESIGNATING OWNER OF SHARES.  A real estate investment trust or an officer, trust manager, employee, or agent of the real estate investment trust may not be held liable for considering a person to be the owner of a share for a purpose described by Section 200.151, regardless of whether the person possesses a certificate for those shares.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.160. Liability Regarding Joint Ownership of Shares

Sec. 200.160.  LIABILITY REGARDING JOINT OWNERSHIP OF SHARES.  A real estate investment trust that transfers shares or makes a distribution to a surviving joint owner under Section 200.158 before the real estate investment trust has received a written claim for the shares or distribution from another person is discharged from liability for the transfer or payment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.161. Limitation of Liability for Obligations

Sec. 200.161.  LIMITATION OF LIABILITY FOR OBLIGATIONS.  (a)  A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted is not under an obligation to the real estate investment trust or its obligees with respect to:
(1)  the shares, other than the obligation to pay to the real estate investment trust the full amount of consideration, fixed in compliance with Sections 200.104-200.108, for which the shares were or are to be issued;
(2)  any contractual obligation of the real estate investment trust on the basis that the holder, beneficial owner, or subscriber is or was the alter ego of the real estate investment trust or on the basis of actual or constructive fraud, a sham to perpetrate a fraud, or other similar theory;  or
(3)  any obligation of the real estate investment trust on the basis of the failure of the real estate investment trust to observe any formality, including the failure to:
(A)  comply with this code or the declaration of trust or bylaws of the real estate investment trust;  or
(B)  observe any requirement prescribed by this code or the declaration of trust or bylaws of the real estate investment trust for acts to be taken by the real estate investment trust or its trust managers or shareholders.
(b)  Subsection (a)(2) does not prevent or limit the liability of a holder, beneficial owner, or subscriber if the obligee demonstrates that the holder, beneficial owner, or subscriber caused the real estate investment trust to be used for the purpose of perpetrating and did perpetrate an actual fraud on the obligee primarily for the direct personal benefit of the holder, beneficial owner, or subscriber.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.162. Preemption of Liability

Sec. 200.162.  PREEMPTION OF LIABILITY.  The liability of a holder, beneficial owner, or subscriber of shares of a real estate investment trust for an obligation that is limited by Section 200.161 is exclusive and preempts any other liability imposed for that obligation under common law or otherwise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.163. Exceptions to Limitations

Sec. 200.163.  EXCEPTIONS TO LIMITATIONS.  Section 200.161 or 200.162 does not limit the obligation of a holder, beneficial owner, or subscriber to the obligee of the real estate investment trust if that person:
(1)  expressly assumes, guarantees, or agrees to be personally liable to the obligee for the obligation;  or
(2)  is otherwise liable to the obligee for the obligation under this code or other applicable statute.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.164. Pledgees and Trust Administrators

Sec. 200.164.  PLEDGEES AND TRUST ADMINISTRATORS.  (a)  A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.
(b)  An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable as a holder of or subscriber to shares of a real estate investment trust.
(c)  The estate and funds administered by an executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver are liable for the full amount of the consideration for which the shares were or are to be issued.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.201. Authority for Distributions

Sec. 200.201.  AUTHORITY FOR DISTRIBUTIONS.  The trust managers of a real estate investment trust may authorize a distribution and the real estate investment trust may make a distribution, subject to Section 200.202 and any restriction in the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.202. Limitations on Distributions

Sec. 200.202.  LIMITATIONS ON DISTRIBUTIONS.  (a)  A real estate investment trust may not make a distribution:
(1)  if the real estate investment trust would be insolvent after the distribution;  or
(2)  that is more than the surplus of the real estate investment trust.
(b)  Notwithstanding Subsection (a)(2), if the net assets of a real estate investment trust are not less than the amount of the proposed distribution, the real estate investment trust may make a distribution involving a purchase or redemption of its own shares if the purchase or redemption is made by the real estate investment trust to:
(1)  eliminate fractional shares;
(2)  collect or settle indebtedness owed by or to the real estate investment trust;
(3)  pay dissenting shareholders entitled to receive payment for their shares under this chapter;  or
(4)  effect the purchase or redemption of redeemable shares in accordance with this code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.203. Priority of Distributions

Sec. 200.203.  PRIORITY OF DISTRIBUTIONS.  A real estate investment trust's indebtedness that arises as a result of the declaration of a distribution and a real estate investment trust's indebtedness issued in a distribution are at parity with the real estate investment trust's indebtedness to its general, unsecured creditors, except to the extent the indebtedness is subordinated, or payment of that indebtedness is secured, by agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.204. Reserves, Designations, and Allocations From Surplus

Sec. 200.204.  RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS.  (a)  A real estate investment trust, by resolution of the trust managers of the real estate investment trust, may:
(1)  create a reserve out of the surplus of the real estate investment trust;  or
(2)  designate or allocate in any manner a part or all of the real estate investment trust's surplus for a proper purpose.
(b)  A real estate investment trust may increase, decrease, or abolish a reserve, designation, or allocation in the manner provided by Subsection (a).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.205. Authority for Share Dividends

Sec. 200.205.  AUTHORITY FOR SHARE DIVIDENDS.  The trust managers of a real estate investment trust may authorize a share dividend, and the real estate investment trust may pay a share dividend subject to Section 200.206 and any restriction in the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.206. Limitations on Share Dividends

Sec. 200.206.  LIMITATIONS ON SHARE DIVIDENDS.  (a)  A real estate investment trust may not pay a share dividend in authorized but unissued shares of any class if the surplus of the real estate investment trust is less than the amount required by Section 200.208 to be transferred to stated capital at the time the share dividend is made.
(b)  A share dividend in shares of any class may not be made to a holder of shares of any other class unless:
(1)  the real estate investment trust's certificate of formation provides for the dividend;  or
(2)  the share dividend is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the share dividend is to be made.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.207. Value of Shares Issued as Share Dividends

Sec. 200.207.  VALUE OF SHARES ISSUED AS SHARE DIVIDENDS.  (a)  A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the shares.
(b)  A share dividend payable in authorized but unissued shares without par value shall be issued at the value set by the trust managers when the share dividend is authorized.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.208. Transfer of Surplus for Share Dividends

Sec. 200.208.  TRANSFER OF SURPLUS FOR SHARE DIVIDENDS.  (a)  When a share dividend payable in authorized but unissued shares with par value is made by a real estate investment trust, an amount of surplus designated by the trust managers that is not less than the aggregate par value of the shares issued as a share dividend shall be transferred to stated capital.
(b)  When a share dividend payable in authorized but unissued shares without par value is made by a real estate investment trust, an amount of surplus equal to the aggregate value set by the trust managers with respect to the shares under Section 200.207(b) shall be transferred to stated capital.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.209. Determination of Solvency, Net Assets, Stated Capital, and Surplus

Sec. 200.209.  DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS.  (a)  The determination of whether a real estate investment trust is or would be insolvent and the determination of the amount of a real estate investment trust's stated capital or surplus or any component of the trust's stated capital or surplus, or the value of the real estate investment trust's net assets or any component of the trust's net assets, may be based on:
(1)  financial statements of the real estate investment trust that present the financial condition of the real estate investment trust in accordance with generally accepted accounting principles or international financial reporting standards, including financial statements that include subsidiary entities or other entities accounted for on a consolidated basis or on the equity method of accounting;
(2)  financial statements prepared using the method of accounting used to file the real estate investment trust's federal income tax return or using any other accounting practices and principles that are reasonable under the circumstances;
(3)  financial information, including condensed or summary financial statements, that is prepared on the same basis as financial statements described by Subdivision (1) or (2);
(4)  a projection, a forecast, or other forward-looking information relating to the future economic performance, financial condition, or liquidity of the real estate investment trust that is reasonable under the circumstances;
(5)  a fair valuation or information from any other method that is reasonable under the circumstances; or
(6)  a combination of a statement, a valuation, or information authorized by this section.
(b)  Subsection (a) does not apply to the computation of the franchise tax or any other tax imposed on a real estate investment trust under the laws of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 33, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.210. Date of Determination of Surplus

Sec. 200.210.  DATE OF DETERMINATION OF SURPLUS.  (a)  For purposes of this subchapter, a determination of whether a real estate investment trust is or would be made insolvent by a distribution or share dividend or a determination of the value of a real estate investment trust's surplus shall be made:
(1)  on the date the distribution or share dividend is authorized by the trust managers of the real estate investment trust if the distribution or the share dividend is made not later than the 120th day after the date of authorization;  or
(2)  if the distribution or the share dividend is made more than 120 days after the date of authorization:
(A)  on the date designated by the trust managers if the date so designated is not earlier than 120 days before the date the distribution or the share dividend is made;  or
(B)  on the date the distribution or the share dividend is made if the trust managers do not designate a date as described in Paragraph (A).
(b)  For purposes of this section, a distribution that involves:
(1)  the incurrence by a real estate investment trust of indebtedness or a deferred payment obligation is considered to have been made on the date the indebtedness or obligation is incurred;  or
(2)  a contract by the real estate investment trust to acquire any of its own shares is considered to have been made on the date when the contract is made or takes effect or on the date the shares are acquired, at the option of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter E. Distributions and Share Dividends › Section 200.211. Split-Up or Division of Shares

Sec. 200.211.  SPLIT-UP OR DIVISION OF SHARES.  The trust managers of a real estate investment trust may authorize the real estate investment trust to carry out any split-up or division of the issued shares of a class of the real estate investment trust into a larger number of shares within the same class that does not increase the stated capital of the real estate investment trust because the split-up or division of issued shares is not a share dividend or a distribution.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.251. Annual Meeting

Sec. 200.251.  ANNUAL MEETING.  (a)  An annual meeting of the shareholders of a real estate investment trust shall be held at a time that is stated in or set in accordance with the bylaws of the real estate investment trust.
(b)  If the annual meeting is not held at the designated time, a shareholder may make a written request to an officer or trust manager of the real estate investment trust that the meeting be held within a reasonable time.  The request calling for the meeting must be made by:
(1)  certified or registered mail, return receipt requested; or
(2)  other means specified in the real estate investment trust's governing documents.
(b-1)  If the annual meeting is not called before the 61st day after the date the written request calling for a meeting is made under Subsection (b), any shareholder may bring suit at law or in equity to compel the meeting to be held.
(c)  Each shareholder has a justifiable interest sufficient to enable the shareholder to institute and prosecute a legal proceeding described by this section.
(d)  The failure to hold an annual meeting at the designated time does not result in the winding up or termination of the real estate investment trust.
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. 31, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.252. Special Meetings

Sec. 200.252.  SPECIAL MEETINGS.  A special meeting of the shareholders of a real estate investment trust may be called by:
(1)  a trust manager, an officer of the real estate investment trust, or any other person authorized to call special meetings by the certificate of formation or bylaws of the real estate investment trust;  or
(2)  the holders of at least 10 percent of all of the shares of the real estate investment trust entitled to vote at the proposed special meeting unless a greater or lesser percentage of shares is specified in the certificate of formation, not to exceed 50 percent of the shares entitled to vote.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.253. Notice of Meeting

Sec. 200.253.  NOTICE OF MEETING.  (a)  Written notice of a meeting in accordance with Section 6.051 shall be given to each shareholder entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting.  Notice shall be given in person or by mail by or at the direction of a trust manager, officer, or other person calling the meeting.
(b)  The notice of a special meeting must contain a statement regarding the purpose or purposes of the meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.254. Closing of Share Transfer Records

Sec. 200.254.  CLOSING OF SHARE TRANSFER RECORDS.  Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a meeting of shareholders shall remain closed for at least 10 days immediately preceding the date of the meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.255. Record Date for Written Consent to Action

Sec. 200.255.  RECORD DATE FOR WRITTEN CONSENT TO ACTION.  The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the trust managers adopt the resolution setting the record date.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.256. Record Date for Purpose Other Than Written Consent to Action

Sec. 200.256.  RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION.  The record date provided by the trust managers in accordance with Section 6.101 must be at least 10 days before the date on which the particular action requiring the determination of shareholders is to be taken.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.257. Quorum

Sec. 200.257.  QUORUM.  (a)  Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a real estate investment trust that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting.
(b)  The certificate of formation of a real estate investment trust may provide that a quorum is present only if:
(1)  the holders of a specified portion of the shares that is greater than the majority of the shares entitled to vote are represented at the meeting in person or by proxy;  or
(2)  the holders of a specified portion of the shares that is less than the majority but not less than one-third of the shares entitled to vote are represented at the meeting in person or by proxy.
(c)  Unless provided by the certificate of formation or bylaws of the real estate investment trust, after a quorum is present at a meeting of shareholders, the shareholders may conduct business properly brought before the meeting until the meeting is adjourned.  The subsequent withdrawal from the meeting of a shareholder or the refusal of a shareholder present at or represented by proxy at the meeting to vote does not negate the presence of a quorum at the meeting.
(d)  Unless provided by the certificate of formation or bylaws, the shareholders of the real estate investment trust at a meeting at which a quorum is not present may adjourn the meeting until the time and to the place as may be determined by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.258. Voting in Election of Trust Managers

Sec. 200.258.  VOTING IN ELECTION OF TRUST MANAGERS.  (a)  Subject to Subsection (b), trust managers of a real estate investment trust shall be elected by two-thirds of the votes cast by the holders of shares entitled to vote in the election of trust managers at a meeting of shareholders at which a quorum is present.
(b)  The certificate of formation or bylaws of a real estate investment trust may provide that a trust manager of the real estate investment trust shall be elected only if the trust manager receives:
(1)  the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of trust managers;
(2)  the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of trust managers and represented in person or by proxy at a meeting of shareholders at which a quorum is present;  or
(3)  the vote of the holders of a specified portion, but not less than the majority, of the votes cast by the holders of shares entitled to vote in the election of trust managers at a meeting of shareholders at which a quorum is present.
(c)  Subject to Section 200.259, at each election of trust managers of a real estate investment trust, each shareholder entitled to vote at the election is entitled to vote, in person or by proxy, the number of shares owned by the shareholder for as many candidates as there are trust managers to be elected and for whose election the shareholder is entitled to vote.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.259. Cumulative Voting in Election of Trust Managers

Sec. 200.259.  CUMULATIVE VOTING IN ELECTION OF TRUST MANAGERS.  (a)  Cumulative voting is allowed only if specifically authorized by the certificate of formation of a real estate investment trust.
(b)  Cumulative voting occurs when a shareholder:
(1)  gives one candidate as many votes as the total of the number of the trust managers to be elected multiplied by the shareholder's shares;  or
(2)  distributes the votes among one or more candidates using the same principle.
(c)  If cumulative voting is specifically authorized by the certificate of formation, a shareholder who intends to cumulate votes must give written notice of that intention to the trust managers on or before the day preceding the date of the election at which the shareholder intends to cumulate votes.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.260. Voting on Matters Other Than Election of Trust Managers

Sec. 200.260.  VOTING ON MATTERS OTHER THAN ELECTION OF TRUST MANAGERS.  (a)  Subject to Subsection (b), with respect to a matter other than the election of trust managers 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 real estate investment trust at which a quorum is present is the act of the shareholders.
(b)  With respect to a matter other than the election of trust managers 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 real estate investment trust may provide that the act of the shareholders of the real estate investment trust 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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.262. Changes in Vote Required for Certain Matters

Sec. 200.262.  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 real estate investment trust 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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.263. Number of Votes per Share

Sec. 200.263.  NUMBER OF VOTES PER SHARE.  (a)  Except as provided by the certificate of formation of a real estate investment trust or this title or Title 1, each outstanding share, regardless of class, is 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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.264. Voting in Person or by Proxy

Sec. 200.264.  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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.265. Term of Proxy

Sec. 200.265.  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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.266. Revocability of Proxy

Sec. 200.266.  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 real estate investment trust who extended the real estate investment trust credit under terms requiring the appointment;
(5)  an employee of the real estate investment trust whose employment contract requires the appointment;  or
(6)  a party to a voting agreement created under Section 6.252.
(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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.267. Enforceability of Proxy

Sec. 200.267.  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:
(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.
(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 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter F. Shareholders' Meetings; Voting and Quorum › Section 200.268. Procedures in Bylaws Relating to Proxies

Sec. 200.268.  PROCEDURES IN BYLAWS RELATING TO PROXIES.  A real estate investment trust may establish in the bylaws of the real estate investment trust procedures consistent with this code for determining the validity of proxies and determining whether shares 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 self-regulatory organization regulating that bank, broker, or other nominee.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.301. Management by Trust Managers

Sec. 200.301.  MANAGEMENT BY TRUST MANAGERS.  The control, operation, disposition, investment, and management of the trust estate and the powers necessary or appropriate to effect any purpose for which a real estate investment trust is organized are vested in one or more trust managers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.302. Designation of Trust Managers

Sec. 200.302.  DESIGNATION OF TRUST MANAGERS.  (a)  The certificate of formation of a real estate investment trust must contain the name of each trust manager.
(b)  A successor trust manager must be selected in accordance with the certificate of formation.  The selection of a successor trust manager is considered an amendment to the certificate of formation of a real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.303. Trust Manager Eligibility Requirements

Sec. 200.303.  TRUST MANAGER ELIGIBILITY REQUIREMENTS.  A trust manager of a real estate investment trust must be an individual.  Unless the certificate of formation or bylaws of a real estate investment trust provide otherwise, a person is not required to be a resident of this state or a shareholder of the real estate investment trust to serve as a trust manager.  The certificate of formation or bylaws may prescribe other qualifications for trust managers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.304. Number of Trust Managers

Sec. 200.304.  NUMBER OF TRUST MANAGERS.  (a)  The certificate of formation or bylaws of the real estate investment trust shall set the number of trust managers or provide for the manner of determining the number of trust managers, except that the certificate of formation shall set the number constituting the initial trust managers.
(b)  The number of trust managers may be increased or decreased by amendment to, or as provided by, the certificate of formation or bylaws.  A decrease in the number of trust managers may not shorten the term of an incumbent trust manager.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.305. Compensation

Sec. 200.305.  COMPENSATION.  A trust manager or officer of a real estate investment trust is entitled to receive compensation set by or in the manner provided by the certificate of formation or bylaws of the real estate investment trust.  If the certificate of formation or bylaws do not provide for compensation to trust managers and officers, the trust managers of the real estate investment trust must determine the compensation by vote at a meeting or by written consent.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.306. Term of Trust Manager

Sec. 200.306.  TERM OF TRUST MANAGER.  (a)  Except as provided by the certificate of formation or bylaws of a real estate investment trust, a trust manager of the real estate investment trust serves until the trust manager's successor is elected.
(b)  A trust manager may succeed himself or herself in office.
(c)  If a successor trust manager is not elected, the trust manager in office continues to serve as trust manager until the trust manager's successor is elected.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.307. Staggered Terms of Trust Managers

Sec. 200.307.  STAGGERED TERMS OF TRUST MANAGERS.  (a)  A governing document of a real estate investment trust may provide that all or some of the board of trust managers may be divided into two or three classes.  Each class must include the same or a similar number of trust managers as each other class.
(b)  The terms of office of trust managers constituting the first class expire on the election of successors at the first annual meeting of shareholders after the election of those trust managers.  The terms of office of trust managers constituting the second class expire on the election of successors at the second annual meeting of shareholders after election of those trust managers.  The terms of office of trust managers constituting the third class, if any, expire on the election of successors at the third annual meeting of shareholders after election of those trust managers.
(c)  If a governing document of the real estate investment trust provides for the classification of trust managers, an annual election for trust managers as a whole is not necessary.  At each annual meeting held after the classification of trust managers, an election shall be held to elect the number of trust managers equal to the number of trust managers in the class the term of which expires on the date of the meeting, and those trust managers serve until:
(1)  the second succeeding annual meeting if there are two classes;  or
(2)  the third succeeding annual meeting if there are three classes.
(d)  Unless provided by the certificate of formation or a bylaw adopted by shareholders, staggered terms for trust managers do not take effect until the next annual meeting of shareholders at which trust managers are elected.  Staggered terms for trust managers may not be effected if any shareholder has the right to cumulate votes for the election of trust managers and the number of trust managers is fewer than nine trust managers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.308. Vacancy

Sec. 200.308.  VACANCY.  (a)  Except as provided by Subsection (b), a vacancy occurring in the office of a trust manager of a real estate investment trust may be filled by the affirmative vote of the majority of the remaining trust managers, even if the majority of trust managers constitutes less than a quorum of the trust managers.
(b)  The certificate of formation or bylaws of the real estate investment trust may provide an alternative procedure for filling a vacancy occurring in the office of a trust manager, including filling vacancies by simple majority or super majority votes of the shareholders.
(c)  The term of a trust manager elected to fill a vacancy occurring in the office of a trust manager is the unexpired term of the trust manager's predecessor in office and until the trust manager's successor is elected and has qualified.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.309. Notice of Meeting

Sec. 200.309.  NOTICE OF MEETING.  (a)  Regular meetings of the trust managers of a real estate investment trust may be held with or without notice as prescribed by the real estate investment trust's bylaws.
(b)  Special meetings of the trust managers 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.310. Quorum

Sec. 200.310.  QUORUM.  A quorum of the board of trust managers of a real estate investment trust is the majority of the number of trust managers unless the certificate of formation or bylaws require a greater number.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.