reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter G. Trust Managers › Section 200.311. Committees of Trust Managers

Sec. 200.311.  COMMITTEES OF TRUST MANAGERS.  (a)  If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority of the trust managers, may designate:
(1)  committees composed of one or more trust managers;  or
(2)  trust managers as alternate committee members to replace absent or disqualified committee members at a committee meeting, subject to any limitations imposed by the trust managers.
(b)  To the extent provided by the resolution designating a committee or the certificate of formation or bylaws and subject to Subsection (c), the committee has the authority of the trust managers.
(c)  A committee of the trust managers may not:
(1)  amend the certificate of formation, except to classify or reclassify shares in accordance with Section 200.103 if authorized by the resolution designating the committee, certificate of formation, or bylaws;
(2)  propose a reduction of stated capital of the real estate investment trust;
(3)  approve a plan of merger or share exchange of the real estate investment trust;
(4)  recommend to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the real estate investment trust 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 the real estate investment trust;
(6)  amend, alter, or repeal the bylaws or adopt new bylaws;
(7)  fill vacancies in the offices of the trust managers;
(8)  fill vacancies in or designate alternate members of a committee of the trust managers;
(9)  fill a vacancy to be filled because of an increase in the number of trust managers;
(10)  elect or remove officers of the real estate investment trust or members or alternate members of a committee of the trust managers;
(11)  set the compensation of the members or alternate members of a committee of the trust managers;  or
(12)  alter or repeal a resolution of the trust managers that states that it may not be amended or repealed.
(d)  A committee of the trust managers may authorize a distribution or the issuance of shares if authorized by the resolution designating the committee or by the certificate of formation or bylaws.
(e)  The designation of and delegation of authority to a committee of the trust managers does not relieve a trust manager of responsibility imposed by law.
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 200.312. Liability of Trust Managers

Sec. 200.312.  LIABILITY OF TRUST MANAGERS.  (a)  A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate investment trust to its shareholders during the liquidation of the real estate investment trust without the payment and discharge of or the making of adequate provision for the payment of all of the known debts, liabilities, and other obligations of the real estate investment trust is jointly and severally liable to the real estate investment trust for the value of the distributed assets to the extent the debts, liabilities, and other obligations are not paid and discharged.
(b)  A trust manager of a real estate investment trust who votes for or assents to the making of a loan to another trust manager or officer of the real estate investment trust or to the making of a loan secured by shares of the real estate investment trust is jointly and severally liable to the real estate investment trust for the loan amount until the loan is repaid.
(c)  A trust manager is not jointly and severally liable under Subsection (a) if, in determining the amount available for the distribution, the trust manager, acting in good faith and with ordinary care:
(1)  relied on information, opinions, reports, or statements in accordance with Section 3.102;  or
(2)  considered the assets of the real estate investment trust to be valued at least at book value.
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 200.313. Statute of Limitations on Certain Action Against Trust Managers

Sec. 200.313.  STATUTE OF LIMITATIONS ON CERTAIN ACTION AGAINST TRUST MANAGERS.  An action may not be brought against a trust manager of a real estate investment trust under Section 200.312 after the second anniversary of the date the alleged act giving rise to the liability occurred.
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 200.314. Immunity From Liability for Performance of Duty

Sec. 200.314.  IMMUNITY FROM LIABILITY FOR PERFORMANCE OF DUTY.  A trust manager of a real estate investment trust may not be held liable to the real estate investment trust for an act, omission, loss, damage, or expense arising from the performance of the trust manager's duties under the trust, except for liability arising from the wilful misfeasance, wilful malfeasance, or gross negligence of the 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 200.315. Right of Contribution

Sec. 200.315.  RIGHT OF CONTRIBUTION.  A trust manager who is liable for a claim asserted under Section 200.312 is entitled to receive contribution from each of the other trust managers who are liable with respect to that claim in an amount appropriate to achieve equity.
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 200.316. Officers

Sec. 200.316.  OFFICERS.  (a)  An officer of a real estate investment trust designated by the trust managers under Section 3.103 may exercise all of the powers of a trust manager relating to the business and affairs of the real estate investment trust, unless action by the trust managers is specified by this code or another applicable law.
(b)  A designation of or delegation of authority to an officer of a real estate investment trust described by this section does not relieve a trust manager of responsibility imposed by law.
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 H. Investments › Section 200.351. Investments

Sec. 200.351.  INVESTMENTS.  A trust manager or officer of a real estate investment trust has complete discretion with respect to the investment of the trust estate unless the investment is contrary to or inconsistent with:
(1)  this chapter;
(2)  a provision of the Internal Revenue Code relating to or governing real estate investment trusts;  or
(3)  regulations adopted under a provision of the Internal Revenue Code relating to or governing real estate investment trusts.
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 I. Fundamental Business Transactions › Section 200.401. Definitions

Sec. 200.401.  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 real estate investment trust that is not made in the usual and regular course of the trust'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 real estate investment trust 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 real estate investment trust 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 real estate investment trust that are deposited with the depository.
(4)  "Voting shares" means shares that entitle the holders of the shares to vote unconditionally in elections of 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 I. Fundamental Business Transactions › Section 200.402. Approval of Merger

Sec. 200.402.  APPROVAL OF MERGER.  (a)  A real estate investment trust that is a party to the merger under Chapter 10 must approve the merger by complying with this section.
(b)  The trust managers of the real estate investment trust 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 real estate investment trust;  or
(B)  directs that the plan of merger be submitted to the shareholders for approval without recommendation if the trust managers determine for any reason not to recommend approval of the plan of merger.
(c)  Except as provided by this subchapter or Chapter 10, the plan of merger shall be submitted to the shareholders of the real estate investment trust for approval as provided by this subchapter.  The trust managers may place conditions on the submission of the plan of merger to the shareholders.
(d)  If the trust managers approve a plan of merger required to be approved by the shareholders of the real estate investment trust but do not adopt a resolution recommending that the plan of merger be approved by the shareholders, the trust managers shall communicate to the shareholders the reason for the trust managers' determination to submit the plan of merger without a recommendation.
(e)  Except as provided by Chapter 10 or Sections 200.407-200.409, the shareholders of the real estate investment trust shall approve the plan of merger as provided by this subchapter.
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 I. Fundamental Business Transactions › Section 200.403. Approval of Conversion

Sec. 200.403.  APPROVAL OF CONVERSION.  (a)  A real estate investment trust must approve a conversion under Chapter 10 by complying with this section.
(b)  The trust managers of the real estate investment trust 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 real estate investment trust;  or
(2)  directs that the plan of conversion be submitted to the shareholders for approval without recommendation if the trust managers determine 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 real estate investment trust for approval as provided by this subchapter.  The trust managers may place conditions on the submission of the plan of conversion to the shareholders.
(d)  If the trust managers approve a plan of conversion but do not adopt a resolution recommending that the plan of conversion be approved by the shareholders of the real estate investment trust, the trust managers shall communicate to the shareholders the reason for the trust managers' determination to submit the plan of conversion without a recommendation.
(e)  Except as provided by Sections 200.407-200.409, the shareholders of the real estate investment trust must approve the plan of conversion as provided by this subchapter.
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 I. Fundamental Business Transactions › Section 200.404. Approval of Exchange

Sec. 200.404.  APPROVAL OF EXCHANGE.  (a)  A real estate investment trust 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 trust managers 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 real estate investment trust;  or
(2)  directs that the plan of exchange be submitted to the shareholders for approval without recommendation if the trust managers determine 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 real estate investment trust for approval as provided by this subchapter.  The trust managers may place conditions on the submission of the plan of exchange to the shareholders.
(d)  If the trust managers approve a plan of exchange but do not adopt a resolution recommending that the plan of exchange be approved by the shareholders of the real estate investment trust, the trust managers shall communicate to the shareholders the reason for the trust managers' determination to submit the plan of exchange to shareholders without a recommendation.
(e)  Except as provided by Sections 200.407-200.409, the shareholders of the real estate investment trust shall approve the plan of exchange as provided by this subchapter.
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 I. Fundamental Business Transactions › Section 200.405. Approval of Sale of All or Substantially All of Assets

Sec. 200.405.  APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.  (a)  Except as provided by the certificate of formation of a domestic real estate investment trust, a sale, lease, pledge, mortgage, assignment, transfer, or other conveyance of an interest in real property or other assets of the real estate investment trust does not require the approval or consent of the shareholders of the real estate investment trust unless the transaction constitutes a sale of all or substantially all of the assets of the real estate investment trust.
(b)  A real estate investment trust must approve the sale of all or substantially all of its assets by complying with this section.
(c)  The trust managers of the real estate investment trust shall adopt a resolution that approves the sale of all or substantially all of the assets of the real estate investment trust and:
(1)  recommends that the sale of all or substantially all of the assets of the real estate investment trust be approved by the shareholders of the real estate investment trust;  or
(2)  directs that the sale of all or substantially all of the assets of the real estate investment trust be submitted to the shareholders for approval without recommendation if the trust managers determine for any reason not to recommend approval of the sale.
(d)  The sale of all or substantially all of the assets of the real estate investment trust shall be submitted to the shareholders of the real estate investment trust for approval as provided by this subchapter.  The trust managers may place conditions on the submission of the proposed sale to the shareholders.
(e)  If the trust managers approve the sale of all or substantially all of the assets of the real estate investment trust but do not adopt a resolution recommending that the proposed sale be approved by the shareholders of the real estate investment trust, the trust managers shall communicate to the shareholders the reason for the trust managers' determination to submit the proposed sale to shareholders without a recommendation.
(f)  The shareholders of the real estate investment trust shall approve the sale of all or substantially all of the assets of the real estate investment trust as provided by this subchapter.
(g)  After the approval of the sale by the shareholders, the trust managers may abandon the sale of all or substantially all of the assets of the real estate investment trust, subject to the rights of a third party under a contract relating to the assets, without further action or approval by the shareholders.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter I. Fundamental Business Transactions › Section 200.406. General Procedure for Submission to Shareholders of Fundamental Business Transaction

Sec. 200.406.  GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION.  (a)  If a fundamental business transaction involving a real estate investment trust is required to be submitted to the shareholders of the real estate investment trust under this subchapter, the real estate investment trust shall notify each shareholder of the real estate investment trust that the fundamental business transaction is being submitted to the shareholders for approval at a meeting of shareholders as required by this subchapter, regardless of whether the shareholder is entitled to vote on the matter.
(b)  If the fundamental business transaction is a merger, conversion, or interest exchange, the notice required by Subsection (a) shall contain or be accompanied by a copy or summary of the plan of merger, conversion, or interest exchange, as appropriate, and the notice required by Section 10.355.
(c)  The notice of the meeting must:
(1)  be given not later than the 21st day before the date of the meeting;  and
(2)  state that the purpose, or one of the purposes, of the meeting is to consider the fundamental business transaction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter I. Fundamental Business Transactions › Section 200.407. General Vote Requirement for Approval of Fundamental Business Transaction

Sec. 200.407.  GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION.  (a)  Except as provided by this code or the certificate of formation or bylaws of a real estate investment trust in accordance with Section 200.261, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the real estate investment trust entitled to vote on a fundamental business transaction is required to approve the transaction.
(b)  Unless provided by the certificate of formation or Section 200.408, shares of a class or series that are not otherwise entitled to vote on matters submitted to shareholders generally will not be entitled to vote for the approval of a fundamental business transaction.
(c)  Except as provided by this code, if a class or series of shares of a real estate investment trust is entitled to vote on a fundamental business transaction as a class or series, in addition to the vote required under Subsection (a), the affirmative vote of the holders of at least two-thirds of the outstanding shares in each class or series of shares entitled to vote on the fundamental business transaction as a class or series is required to approve the transaction.
(d)  Unless required by the certificate of formation, approval of a merger by shareholders is not required under this code for a real estate investment trust that is a party to the plan of merger unless that real estate investment trust is also a party to the merger.
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 I. Fundamental Business Transactions › Section 200.408. Class Voting Requirements for Certain Fundamental Business Transactions

Sec. 200.408.  CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS.  (a)  Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of merger or conversion if:
(1)  the plan of merger or conversion contains a provision that would require approval by that class or series of shares under Section 200.262 if the provision was contained in a proposed amendment to the real estate investment trust's certificate of formation;  or
(2)  that class or series of shares is entitled under the certificate of formation to vote as a class or series on the plan of merger or conversion.
(b)  Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of exchange if:
(1)  shares of that class or series are to be exchanged under the terms of the plan of exchange;  or
(2)  that class or series is entitled under the certificate of formation to vote as a class or series on the plan of exchange.
(c)  Separate voting by a class or series of shares of a real estate investment trust is required for approval of a sale of all or substantially all of the assets of the real estate investment trust if that class or series of shares is entitled under the certificate of formation to vote as a class or series on the sale of the real estate investment trust's assets.
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 I. Fundamental Business Transactions › Section 200.409. No Shareholder Vote Requirement for Certain Fundamental Business Transactions

Sec. 200.409.  NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS.  (a)  Unless required by the real estate investment trust's certificate of formation, a plan of merger is not required to be approved by the shareholders of a real estate investment trust if:
(1)  the real estate investment trust is the sole surviving real estate investment trust in the merger;
(2)  the certificate of formation of the real estate investment trust following the merger will not differ from the real estate investment trust's certificate of formation before the merger;
(3)  immediately after the effective date of the merger, each shareholder of the real estate investment trust whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights;
(4)  the sum of the voting power of the number of voting shares outstanding immediately after the merger and the voting power of securities that may be acquired on the conversion or exercise of securities issued under the merger does not exceed by more than 20 percent the voting power of the total number of voting shares of the real estate investment trust that are outstanding immediately before the merger;  and
(5)  the sum of the number of participating shares that are outstanding immediately after the merger and the number of participating shares that may be acquired on the conversion or exercise of securities issued under the merger does not exceed by more than 20 percent the total number of participating shares of the real estate investment trust that are outstanding immediately before the merger.
(b)  Unless required by the certificate of formation, a plan of merger effected under Section 10.005 or 10.006 does not require the approval of the shareholders 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 I. Fundamental Business Transactions › Section 200.410. Rights of Dissent and Appraisal

Sec. 200.410.  RIGHTS OF DISSENT AND APPRAISAL.  A shareholder of a domestic real estate investment trust has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter J. Supplemental Winding Up and Termination Provisions › Section 200.451. Approval of Voluntary Winding Up

Sec. 200.451.  APPROVAL OF VOLUNTARY WINDING UP.  A real estate investment trust must approve a voluntary winding up under Chapter 11 by the affirmative vote of the shareholders in accordance with Section 200.261.
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 J. Supplemental Winding Up and Termination Provisions › Section 200.452. Approval of Reinstatement, Cancellation, or Revocation of Voluntary Winding Up

Sec. 200.452.  APPROVAL OF REINSTATEMENT, CANCELLATION, OR REVOCATION OF VOLUNTARY WINDING UP.  A real estate investment trust may reinstate its existence under Section 11.202, revoke a voluntary decision to wind up under Section 11.151, or cancel an event requiring winding up under Section 11.152 by the affirmative vote of the shareholders in accordance with Section 200.261.
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 J. Supplemental Winding Up and Termination Provisions › Section 200.453. Responsibility for Winding Up

Sec. 200.453.  RESPONSIBILITY FOR WINDING UP.  If a real estate investment trust determines or is required to wind up, the trust managers shall manage the winding up of the business or affairs 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 K. Miscellaneous Provisions › Section 200.501. Examination of Records

Sec. 200.501.  EXAMINATION OF RECORDS.  (a)  On written demand stating a proper purpose, a shareholder of record of a real estate investment trust for at least six months immediately preceding the shareholder's demand, or a holder of record of at least five percent of all of the outstanding shares of a real estate investment trust, is entitled to examine and copy, at a reasonable time, the real estate investment trust's relevant books and records of account, minutes, and share transfer records.  The examination may be conducted in person or through an agent or attorney.
(b)  This section does not impair the power of a court, on the presentation of proof of proper purpose by a shareholder, to compel the production for examination by the shareholder of the books and records of account, minutes, and share transfer records of a real estate investment trust, regardless of the period during which the shareholder was a record holder and regardless of the number of shares held by the person.
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 K. Miscellaneous Provisions › Section 200.502. Joinder of Shareholders Not Required

Sec. 200.502.  JOINDER OF SHAREHOLDERS NOT REQUIRED.  The joinder of shareholders of a real estate investment trust is not required for any sale, lease, mortgage, or other disposition of all or part of the assets 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 K. Miscellaneous Provisions › Section 200.503. Tax Law Requirements

Sec. 200.503.  TAX LAW REQUIREMENTS.  In connection with a real estate investment trust qualifying or attempting to qualify as a real estate investment trust under the Internal Revenue Code and the regulations adopted under the Internal Revenue Code, a provision of this chapter is subject to the provisions of the Internal Revenue Code or the regulations relating to or governing real estate investment trusts adopted under those provisions if:
(1)  the provision of this chapter is contrary to or inconsistent with the federal provisions or regulations;
(2)  the federal provisions or regulations require a real estate investment trust to take any action required to secure or maintain its status as a real estate investment trust under the federal provisions or regulations;  or
(3)  the federal provisions or regulations prohibit the real estate investment trust from taking any action required to secure or maintain its status as a real estate investment trust under the federal provision or regulation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter A. General Provisions › Section 251.001. Definitions

Sec. 251.001.  DEFINITIONS.  In this chapter:
(1)  "Cooperative basis" means that net savings, after payment of any investment dividends or after provision for separate funds has been made as required or authorized by law, the certificate of formation, or bylaws, are:
(A)  allocated or distributed to a member patron or to each patron in proportion to patronage;  or
(B)  retained by the entity for:
(i)  actual or potential expansion of the entity's services;
(ii)  the reduction of charges to patrons;  or
(iii)  any other purpose consistent with the entity's nonprofit character.
(2)  "Invested capital" means funds invested in a cooperative association by an investor with the expectation of receiving an investment dividend.
(3)  "Investment dividend" means the return on invested capital or on membership capital derived from the net savings of the cooperative association.
(4)  "Membership capital" means the funds of a cooperative association derived from members of the cooperative association generally as a requirement of membership or in lieu of patronage dividends.  The term does not include deposits or loans from members.
(5)  "Net savings" means the total income of a cooperative association less the costs of operation.
(6)  "Patronage dividend" means a share of the net savings distributed among members of the cooperative association on the basis of patronage, as provided by the certificate of formation.
(7)  "Savings returns" means the amount returned by a cooperative association to patrons of a cooperative association in proportion to patronage or otherwise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter A. General Provisions › Section 251.002. Applicability of Nonprofit Corporation Provisions

Sec. 251.002.  APPLICABILITY OF NONPROFIT CORPORATION PROVISIONS.  (a)  A provision of Title 1 and Chapters 20 and 22 governing nonprofit corporations applies to a cooperative association.
(b)  Notwithstanding Subsection (a), this chapter controls over any conflicting provision of Title 1 and Chapters 20 and 22 governing nonprofit corporations.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter A. General Provisions › Section 251.003. Exemption

Sec. 251.003.  EXEMPTION.  This chapter does not apply to a corporation or association organized on a cooperative basis under a statute of this state other than this chapter unless that other statute specifically states that this chapter does apply.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter B. Formation and Governing Documents › Section 251.051. Organization Meeting

Sec. 251.051.  ORGANIZATION MEETING.  After a cooperative association's certificate of formation is filed, the cooperative association shall hold an organization meeting in accordance with Section 22.104.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter B. Formation and Governing Documents › Section 251.052. Amendment of Certificate of Formation

Sec. 251.052.  AMENDMENT OF CERTIFICATE OF FORMATION.  (a)  The board of directors of a cooperative association may propose an amendment to the cooperative association's certificate of formation by a two-thirds vote of the board members.  The members of a cooperative association may petition to amend the certificate of formation as provided by the bylaws.
(b)  Not later than the 31st day before the date of the meeting, the secretary shall:
(1)  send notice of a meeting to consider a proposed amendment to each member of the cooperative association at the member's last known address;  or
(2)  post notice of a meeting to consider a proposed amendment in a conspicuous place in all principal places of activity of the cooperative association.
(c)  The notice required by Subsection (b) must include the full text of the proposed amendment and the text of the part of the certificate of formation to be amended.
(d)  To be approved, an amendment must be adopted by the affirmative vote of two-thirds of the members voting on the amendment.
(e)  Not later than the 30th day after the date an amendment is adopted by the members of a cooperative association, the cooperative association shall file a certificate of amendment with the secretary of state in accordance with Chapter 4.  The certificate of amendment must be:
(1)  signed by an authorized officer of the cooperative association;  and
(2)  in the form required by Section 3.052.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 251.053.  BYLAWS.  (a)  Unless the certificate of formation or bylaws of a cooperative association require a greater majority, the bylaws may be adopted, amended, or repealed by a majority vote of the cooperative association's members voting on the matter.
(b)  Except as provided by this code, the bylaws may contain:
(1)  requirements for admission to membership;
(2)  requirements for disposal of a member's interest on cessation of membership;
(3)  the time, place, and manner of calling and conducting meetings;
(4)  the number or percentage of the members constituting a quorum;
(5)  the number, qualifications, powers, duties, and term of directors and officers;
(6)  the method of electing, removing, and filling a vacancy of directors and officers;
(7)  the division or classification, if any, of directors to provide for staggered terms;
(8)  the compensation, if any, of the directors;
(9)  the number of directors necessary to constitute a quorum;
(10)  the method for distributing the net savings;
(11)  a requirement that each officer or employee of the cooperative association who handles funds or securities be bonded;
(12)  other discretionary provisions of this chapter, Title 1, and Chapters 20 and 22;  and
(13)  any other provision incident to a purpose or activity of the cooperative association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter B. Formation and Governing Documents › Section 251.054. Restated Certificate of Formation

Sec. 251.054.  RESTATED CERTIFICATE OF FORMATION.  (a)  The board of directors of a cooperative association may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the procedure to amend the association's certificate of formation provided by Section 251.052, except that member approval is required if the restated certificate of formation contains an amendment.
(b)  A person shall file a restated certificate of formation as provided by Chapter 4, and the restated certificate of formation takes effect as provided by Subchapter B, Chapter 3.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 96, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter C. Management › Section 251.101. Board of Directors

Sec. 251.101.  BOARD OF DIRECTORS.  (a)  Except as provided by Subsections (b) and (c), a cooperative association is managed by a board of directors in accordance with Chapter 22.
(b)  The board shall contain at least five directors elected by and from the cooperative association's members.  A director:
(1)  serves a term not to exceed three years as provided by the bylaws;  and
(2)  holds office until the director is removed or the director's successor is elected.
(c)  The bylaws of a cooperative association may:
(1)  apportion the number of directors among the units into which the cooperative association may be divided;  and
(2)  provide for the election of the directors by the respective units to which the directors are apportioned.
(d)  An executive committee of the board of directors may be elected in the manner and with the powers and duties specified by the certificate of formation or bylaws.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter C. Management › Section 251.102. Officers

Sec. 251.102.  OFFICERS.  (a)  The directors of a cooperative association shall annually elect, unless otherwise provided by the bylaws, the following officers for the cooperative association:
(1)  a president;
(2)  one or more vice presidents;  and
(3)  a secretary and treasurer or a secretary-treasurer.
(b)  Any two or more offices, other than the offices of president and secretary, may be held by the same person.
(c)  The officers of a cooperative association may be designated by other titles as provided by the certificate of formation or the bylaws of the cooperative association.
(d)  A committee duly designated by the board of directors may perform the functions of any office, and the functions of any two or more officers may be performed by a single committee, including the functions of both president and secretary.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter C. Management › Section 251.103. Removal of Directors and Officers

Sec. 251.103.  REMOVAL OF DIRECTORS AND OFFICERS.  (a)  A director or officer of a cooperative association may be removed from office in the manner provided by the certificate of formation or bylaws of the cooperative association.
(b)  If the certificate of formation or bylaws do not provide for the person's removal, a director or officer may be removed with cause by a vote of a majority of the members voting at a regular or special meeting.  The director or officer who is to be removed is entitled to be heard at the meeting.
(c)  Except as provided by the certificate of formation or bylaws, a vacancy on the board of directors caused by removal shall be filled by a director elected in the same manner provided by the bylaws for the election of directors.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter C. Management › Section 251.104. Referendum

Sec. 251.104.  REFERENDUM.  (a)  The certificate of formation or bylaws of a cooperative association may provide for a referendum on any action undertaken by the cooperative association's board of directors if the referendum is:
(1)  requested by petition of 10 percent or more of all of the members of the cooperative association;  or
(2)  requested and approved by the vote of at least a majority of the directors of the cooperative association.
(b)  The proposition to be voted on in a referendum authorized under Subsection (a) must be submitted to the members of the cooperative association for consideration within the time specified in the document authorizing the referendum.
(c)  A right of a third party that has vested between the time of the action and the time of the referendum is not impaired by the referendum results.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter D. Membership › Section 251.151. Eligibility and Admission

Sec. 251.151.  ELIGIBILITY AND ADMISSION.  A person, an unincorporated group or other person organized on a cooperative basis, or a nonprofit group may be admitted to membership in a cooperative association only if the person meets the qualifications for eligibility stated in the certificate of formation or bylaws of the cooperative association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter D. Membership › Section 251.152. Expulsion

Sec. 251.152.  EXPULSION.  (a)  A member of a cooperative association may be expelled by the vote of a majority of the cooperative association's members voting at a regular or special meeting.
(b)  Not later than the 11th day before the date of the meeting, the cooperative association shall give the member written notice of the charges.  The member is entitled to be heard at the meeting in person or by counsel.
(c)  If the cooperative association votes to expel a member, the cooperative association's board of directors shall cause the cooperative association to purchase the member's capital holdings at par value if the purchase does not jeopardize the cooperative association's solvency.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter D. Membership › Section 251.153. Subscribers

Sec. 251.153.  SUBSCRIBERS.  (a)  A person is a subscriber of a cooperative association only if the person is:
(1)  eligible for membership in the cooperative association under Section 251.151;  and
(2)  legally obligated to purchase a share or membership in the cooperative association.
(b)  The certificate of formation or bylaws of a cooperative association may state whether and the conditions under which voting rights or other membership rights are granted to a subscriber of the cooperative association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter D. Membership › Section 251.154. Liability

Sec. 251.154.  LIABILITY.  (a)  Except as provided by Subsection (b), a member or subscriber of a cooperative association is not jointly or severally liable for a debt of the cooperative association.  A subscriber is liable for any unpaid amount on the subscriber's membership certificates or invested capital certificates.
(b)  A subscriber who assigns the subscriber's interest in membership certificates or invested capital certificates is jointly and severally liable with the assignee until the appropriate certificates are fully paid.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter E. Shares › Section 251.201. Share and Membership Certificates: Issuance and Contents

Sec. 251.201.  SHARE AND MEMBERSHIP CERTIFICATES:  ISSUANCE AND CONTENTS.  (a)  A cooperative association may not issue a certificate for membership capital or for invested capital until any par value of the certificate has been paid in full.
(b)  Each certificate for membership capital issued by a cooperative association must contain a statement of the requirements of Sections 251.202(a) and (b), 251.254, and 251.255.
(c)  Each certificate for invested capital issued by a cooperative association must contain a statement of the restrictions on transferability as provided by the cooperative association's bylaws.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 6 - Associations › Chapter 251 - Cooperative Associations › Subchapter E. Shares › Section 251.202. Transfer of Shares and Membership; Withdrawal

Sec. 251.202.  TRANSFER OF SHARES AND MEMBERSHIP;  WITHDRAWAL.  (a)  A member who decides to withdraw from a cooperative association shall make a written offer to sell the member's membership certificates to the cooperative association's board of directors.
(b)  Not later than the 90th day after the date the directors receive an offer under Subsection (a), the directors may cause the cooperative association to purchase the holdings by paying the member the par value of the certificates and the directors shall cause the cooperative association to reissue or cancel the shares after purchasing the holdings.  The directors shall cause the cooperative association to purchase the shares if a majority of the cooperative association's members voting at a regular or special meeting vote to require the purchase.
(c)  An investor owning investor certificates must sell, assign, or convey the certificates in accordance with the cooperative association's bylaws.  If an investor fails to sell, assign, or convey investor certificates in accordance with the bylaws, the cooperative association on written notice to its directors shall repurchase the certificates by paying the investor the par value of the certificate plus all accrued investment dividends.  The certificates must be repurchased not later than the 90th day after the date the cooperative association receives notice of the failure.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.