reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.506. Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members With Voting Rights

Sec. 22.506.  NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS.  (a)  If a corporation has members with voting rights and if the ratification of a defective corporate act is required to be submitted to such members for approval under Section 22.505, notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to:
(1)  each member with voting rights as of the record date of the meeting, at the address of the member as it appears or most recently appeared, as appropriate, on the corporation's records; and
(2)  each member with voting rights as of the time of the defective corporate act, except that notice is not required to be given to a member whose identity or address cannot be ascertained from the corporation's records.
(b)  The notice must contain:
(1)  copies of the resolutions adopted by the board of directors under Section 22.503 or the information required by Sections 22.503(a)(1)-(4); and
(2)  a statement that, on member approval of the ratification of the defective corporate act made in accordance with this subchapter, the member's right to challenge the defective corporate act is limited to an action claiming that a court of appropriate jurisdiction, in its discretion, should declare:
(A)  that the ratification not take effect or that it take effect only on certain conditions, if that action is filed with the court not later than the 120th day after the applicable validation effective time; or
(B)  that the ratification was not accomplished in accordance with this subchapter.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.507. Quorum and Voting for Approval of Ratified Defective Corporate Act at Meeting of Members With Voting Rights

Sec. 22.507.  QUORUM AND VOTING FOR APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS.  (a)  If the corporation has members with voting rights, at the meeting of such members, the quorum and voting requirements applicable to the approval of the ratification of a defective corporate act under Section 22.505 are the same as the quorum and voting requirements applicable at the time of the approval by the members of the ratification for the type of ratified defective corporate act proposed to be approved, except as provided by this section.
(b)  If the presence or approval of a larger number of members or of any class of members would have been required for a quorum to be present or to approve the defective corporate act, as applicable, by the corporation's governing documents, any plan or agreement to which the corporation was a party, or any provision of the corporate statute, each as in effect at the time of the defective corporate act, then the presence or approval of the larger number of members or of the class of members shall be required for a quorum to be present or to approve the ratification of the defective corporate act, as applicable, except that the presence or approval of any class that is no longer in existence or has no members, or of any person that is no longer a member with voting rights, is not required.
(c)  The approval by the members with voting rights of the ratification of the election of a director requires the affirmative vote of the majority of members present at the meeting and entitled to vote on the election of the director at the time of the approval, unless the governing documents of the corporation then in effect or in effect at the time of the defective election require or required a larger number of members with voting rights or of any class of members with voting rights to elect the director, in which case the affirmative vote of the larger number of members or of the class of members is required to ratify the election of the director, except that the presence or approval of any class that is no longer in existence or has no members, or of any person that is no longer a member with voting rights, is not required.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.509. Adoption of Resolutions; Effect on Defective Corporate Act

Sec. 22.509.  ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT.  On or after the validation effective time, unless determined otherwise in an action brought under Section 22.512, each defective corporate act ratified in accordance with this subchapter may not be considered void or voidable as a result of the failure of authorization described by the resolutions adopted under Sections 22.503 and 22.504, and the effect shall be retroactive to the time of the defective corporate act.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.511. Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive

Sec. 22.511.  RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE.  (a)  Ratification of an act or transaction under this subchapter or validation of an act or transaction as provided by Sections 22.512 through 22.515 is not the exclusive means of ratifying or validating any act or transaction taken by or on behalf of the corporation, including any defective corporate act, or of adopting or endorsing any act or transaction taken by or in the name of the corporation before the corporation exists.
(b)  The absence or failure of ratification of an act or transaction in accordance with this subchapter or of validation of an act or transaction as provided by Sections 22.512 through 22.515 does not, of itself, affect the validity or effectiveness of any act or transaction properly ratified under common law or otherwise, nor does it create a presumption that any such act or transaction is or was a defective corporate act.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.513. Exclusive Jurisdiction

Sec. 22.513.  EXCLUSIVE JURISDICTION.  The district court has exclusive jurisdiction to hear and determine any action brought under Section 22.512.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.514. Service

Sec. 22.514.  SERVICE.  (a)  Service of an application filed under Section 22.512 on the registered agent of a corporation or in any other manner permitted by applicable law is considered to be service on the corporation, and no other party need be joined in order for the district court to adjudicate the matter.
(b)  If an action is brought by a corporation under Section 22.512, the district court may require that notice of the action be provided to other persons identified by the court and permit those other persons to intervene in the action.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.515. Statute of Limitations

Sec. 22.515.  STATUTE OF LIMITATIONS.  (a)  This section does not apply to:
(1)  an action asserting that a ratification was not accomplished in accordance with this subchapter; or
(2)  any person to whom notice of the ratification was not given as required by Sections 22.506 and 22.510.
(b)  Notwithstanding any other provision of this subchapter:
(1)  an action claiming that a defective corporate act is void or voidable due to a failure of authorization identified in the resolutions adopted in accordance with Section 22.503 may not be filed in or must be dismissed by any court after the applicable validation effective time; and
(2)  an action claiming that a court of appropriate jurisdiction, in its discretion, should declare that a ratification in accordance with this subchapter not take effect or that the ratification take effect only on certain conditions may not be filed with the court after the expiration of the 120th day after the later of the validation effective time or the time that any notice required to be given under Section 22.510 is given with respect to the ratification.
(c)  Except as otherwise provided by a corporation's governing documents, for purposes of this section, notice under Section 22.510 that is:
(1)  mailed is considered to be given on the date the notice is deposited in the United States mail with postage paid in an envelope addressed to the member at the member's address appearing or most recently appearing, as appropriate, in the records of the corporation; and
(2)  transmitted by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the member, or to which the member consents, for the purpose of receiving notice.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.516. Notice to Attorney General

Sec. 22.516.  NOTICE TO ATTORNEY GENERAL.  (a)  In this section, "charitable entity" has the meaning assigned by Section 123.001, Property Code.
(b)  An action brought under Section 22.512 that involves a charitable entity is considered a "proceeding involving a charitable trust" to which Chapter 123, Property Code, applies.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter A. General Provisions › Section 23.001. Determination of Applicable Law

Sec. 23.001.  DETERMINATION OF APPLICABLE LAW.  (a)  A corporation created under this chapter or under a special statute outside this code, to the extent not inconsistent with a special statute regarding a particular corporation, is governed by:
(1)  Title 1 and Chapter 21, if the corporation is organized for profit;  and
(2)  Title 1 and Chapter 22, if the corporation is organized not for profit.
(b)  If a special statute does not contain any provision regarding a matter provided for in Title 1 or Chapter 21 or 22, or if the special statute specifically provides that the general laws for corporations supplement the statute, to the extent consistent with the special statute:
(1)  Title 1 and Chapter 21 apply to a corporation organized for profit;  and
(2)  Title 1 and Chapter 22 apply to a corporation organized not for profit.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter A. General Provisions › Section 23.002. Applicability of Filing Requirements

Sec. 23.002.  APPLICABILITY OF FILING REQUIREMENTS.  Except as otherwise provided by the special statute, a document to be filed with the secretary of state under a special statute shall be executed and filed in accordance with Chapter 4.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter A. General Provisions › Section 23.003. Domestic Corporation Organized Under Special Statute

Sec. 23.003.  DOMESTIC CORPORATION ORGANIZED UNDER SPECIAL STATUTE.  A corporation organized under a special statute other than this code is not considered a "domestic corporation" formed under this code, although this code may apply to the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.051. Definitions

Sec. 23.051.  DEFINITIONS.  In this subchapter:
(1)  "Corporation" means a business development corporation organized under this subchapter.
(2)  "Financial institution" means a banking corporation or trust company, savings and loan association, governmental agency, insurance company, or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds.
(3)  "Loan limit" means the maximum amount permitted to be outstanding at one time on loans made by a member to a corporation.
(4)  "Member" means a financial institution authorized to do business in this state that undertakes to lend money to a corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.052. Organizers

Sec. 23.052.  ORGANIZERS.  Subject to The Securities Act (Title 12, Government Code), 25 or more persons, the majority of whom must be residents of this state, may form a business development corporation to promote, develop, and advance the prosperity and economic welfare of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 2.05, eff. January 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.053. Purposes

Sec. 23.053.  PURPOSES.  (a)  A business development corporation may be organized as a:
(1)  for-profit corporation under Chapter 21;  or
(2)  nonprofit corporation under Chapter 22.
(b)  In accordance with Section 3.005(a)(3), the certificate of formation of a business development corporation must state that the purposes of the corporation are to:
(1)  promote, stimulate, develop, and advance the business prosperity and economic welfare of this state and the residents of this state;
(2)  encourage and assist, through loans, investments, or other business transactions, new business and industry in this state;
(3)  rehabilitate and assist existing industry in this state;
(4)  stimulate and assist in the expansion of business activity that will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the residents of this state;
(5)  cooperate and act in conjunction with other public or private organizations in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and
(6)  provide financing for the promotion, development, and conduct of business activity in this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 94, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.056. Certificate of Formation

Sec. 23.056.  CERTIFICATE OF FORMATION.  (a)  The certificate of formation of a corporation must state:
(1)  the name of the corporation;
(2)  the purpose or purposes for which the corporation is organized as required by Section 23.053;  and
(3)  any other information required by:
(A)  Chapter 4;  and
(B)  Chapter 21 or 22, as applicable.
(b)  The name of a corporation must include the words "Business Development Corporation."
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.057. Management by Board of Directors; Number of Directors

Sec. 23.057.  MANAGEMENT BY BOARD OF DIRECTORS;  NUMBER OF DIRECTORS.  (a)  The organization, control, and management of a corporation are vested in a board of directors.  The board must consist of not fewer than 15 and not more than 21 directors.
(b)  The board of directors may exercise any power of the corporation not conferred on the shareholders or members by law or by the corporation's bylaws.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.058. Election or Appointment of Directors

Sec. 23.058.  ELECTION OR APPOINTMENT OF DIRECTORS.  (a)  The organizers of a corporation shall name the directors constituting the initial board of directors of the corporation.  Directors other than the initial directors shall be elected at each annual meeting of the corporation.  If an annual meeting is not held at the time designated by the bylaws of the corporation, the directors shall be elected at a special meeting held in lieu of the annual meeting.
(b)  At an annual meeting or special meeting held in lieu of the annual meeting, the members of the corporation shall elect two-thirds of the directors, and the shareholders of the corporation shall elect the remaining directors.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 95, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.059. Term of Office; Vacancy

Sec. 23.059.  TERM OF OFFICE;  VACANCY.  (a)  A director of a corporation holds office until the next annual election of directors and until a successor is elected and qualified, unless the director is removed at an earlier date in accordance with the corporation's bylaws.
(b)  A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.060. Officers

Sec. 23.060.  OFFICERS.  The board of directors of a corporation shall appoint a president, a treasurer, and any other agent or officer of the corporation and shall fill each vacancy other than a vacancy on the board.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.061. Participation as Owner

Sec. 23.061.  PARTICIPATION AS OWNER.  (a)  An individual, corporation, or other organization authorized to conduct business in this state, including a public utility company, insurance and casualty company, or foreign corporation licensed to do business in this state, or a trust may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of a bond, security, or other evidence of indebtedness created by, or shares of, the corporation.
(b)  An owner of shares of the corporation may exercise any right, power, or privilege of that ownership, including the right to vote.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.062. Financial Institution as Member of Corporation

Sec. 23.062.  FINANCIAL INSTITUTION AS MEMBER OF CORPORATION.  (a)  A financial institution may become a member of a corporation and may make loans to the corporation as provided by this chapter.
(b)  A financial institution may request membership in the corporation by applying to the corporation's board of directors in the manner prescribed by the board.  Membership in the corporation takes effect on the board's acceptance of the application.
(c)  A financial institution that is a member of a corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of a bond, security, or other evidence of indebtedness created by, or a share of, the corporation.  As owner of shares of the corporation, a financial institution may exercise any right, power, or privilege of that ownership, including the right to vote.  A member of a corporation may not acquire shares of the corporation in an amount greater than 10 percent of the member's loan limit.  The amount of shares of the corporation that a member may acquire is in addition to the amount of shares of corporations that the member may otherwise acquire.
(d)  A financial institution that is not a member of the corporation may not acquire any shares of the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.063. Withdrawal of Member

Sec. 23.063.  WITHDRAWAL OF MEMBER.  (a)  On written notice to the corporation's board of directors, a member may withdraw from a corporation on the date stated in the notice.  The date of a member's withdrawal must be at least six months after the date notice is given under this subsection.
(b)  A member is not obligated to make a loan to the corporation pursuant to a call made after the date of the member's withdrawal from the corporation, but a member shall fulfill any obligation that has accrued or for which a commitment has been made before the withdrawal date.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.064. Powers of Shareholders and Members

Sec. 23.064.  POWERS OF SHAREHOLDERS AND MEMBERS.  The shareholders and members of a corporation may:
(1)  determine the number of directors and elect the directors as provided by Section 23.058;
(2)  make, amend, and repeal bylaws of the corporation;  or
(3)  exercise any other power of the corporation that is conferred on the shareholders and members by the bylaws.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.065. Voting by Shareholder or Member

Sec. 23.065.  VOTING BY SHAREHOLDER OR MEMBER.  (a)  Each shareholder of a corporation has one vote, in person or by proxy, for each share held by the shareholder.
(b)  Each member of a corporation has one vote in person or by proxy.
(c)  A member with a loan limit that exceeds $1,000 has one additional vote, in person or by proxy, for each additional $1,000 the member may have outstanding on loans to the corporation at any one time as determined under Section 23.068.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.066. Loan to Corporation

Sec. 23.066.  LOAN TO CORPORATION.  (a)  When called on by a corporation to make a loan to the corporation, a member of the corporation shall make the loan on those terms and conditions periodically approved by the board of directors.
(b)  A loan made to the corporation by a member shall be evidenced by a bond, debenture, note, or other evidence of indebtedness of the corporation that:
(1)  is freely transferable at any time;  and
(2)  accrues interest at a rate of not less than one-fourth of one percent more than the rate of interest determined by the board of directors to be the prime rate prevailing on the date of issuance on unsecured commercial loans.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.067. Prohibited Loan

Sec. 23.067.  PROHIBITED LOAN.  (a)  A member may not make a loan to a corporation if, immediately after the loan would be made, the total amount of the obligations of the corporation would exceed 50 times the capital of the corporation.
(b)  For purposes of this section, the capital of the corporation includes the amount of the outstanding shares of the corporation, whether common or preferred, and the earned or paid-in surplus of the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.068. Loan Limits

Sec. 23.068.  LOAN LIMITS.  (a)  A loan limit shall be established at the $1,000 amount nearest to the amount computed in accordance with this section.
(b)  The total amount outstanding on loans made to a corporation by a member at any one time, when added to the amount of the investment in the shares of the corporation then held by the member, may not exceed:
(1)  20 percent of the total amount then outstanding on loans to the corporation by all members, including outstanding amounts validly called for a loan but not yet loaned;  or
(2)  the following limit, to be determined as of the time the member becomes a member of the corporation, or at any time requested by a member on the basis of the audited balance sheet of the member at the close of its fiscal year immediately preceding its application for membership or, in the case of an insurance company, its last annual statement to the Texas Department of Insurance:
(A)  an amount equal to the lesser of $750,000 or two percent of the capital and surplus of a commercial bank or trust company;
(B)  an amount equal to one percent of the total outstanding loans made by a savings and loan association;
(C)  an amount equal to one percent of the capital and unassigned surplus of a stock insurance company other than a fire insurance company;
(D)  an amount equal to one percent of the unassigned surplus of a mutual insurance company other than a fire insurance company;
(E)  an amount equal to one-tenth of one percent of the assets of a fire insurance company;  or
(F)  the limits approved by the board of directors of the corporation for a government pension fund or other financial institution.
(c)  Subject to Subsection (b), each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members.
(d)  For purposes of Subsection (c), the adjusted loan limit of a member is the amount of the member's loan limit, reduced by the balance of outstanding loans made by the member to the corporation and the investment in shares of the corporation held by the member at the time of the call.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.069. Surplus

Sec. 23.069.  SURPLUS.  (a)  A corporation shall set apart as earned surplus not less than 10 percent of the corporation's net earnings each year until the surplus, with any unimpaired surplus paid in, is equal to one-half of the amount paid in on the shares then outstanding.  The surplus shall be kept to secure against losses and contingencies.  If the surplus becomes impaired, the surplus shall be reimbursed in the manner provided for its accumulation.
(b)  Net earnings and surplus shall be determined by the board of directors after providing for the required reserves as the directors consider advisable.  A good faith determination of net earnings and surplus by the directors under this subsection is conclusive.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.070. Depository

Sec. 23.070.  DEPOSITORY.  (a)  A corporation may deposit the corporation's funds in a banking institution that has been designated as a depository by a vote of the majority of the directors present at an authorized meeting of the board of directors of the corporation, excluding a director who is an officer or director of the designated depository.
(b)  The corporation may not receive money on deposit.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter B. Business Development Corporations › Section 23.071. Annual Report; Provision of Required Information

Sec. 23.071.  ANNUAL REPORT;  PROVISION OF REQUIRED INFORMATION.  (a)  A corporation shall annually make a report of its condition to the banking commissioner and the Texas Department of Insurance.
(b)  A corporation shall provide any information that is required by the secretary of state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.101. Formation

Sec. 23.101.  FORMATION.  (a)  An institution or order, by resolution or other consent of its members, may incorporate under this subchapter if the institution or order is:
(1)  the grand lodge of Texas, Ancient, Free and Accepted Masons;
(2)  the Grand Royal Arch Chapter of Texas;
(3)  the Grand Commandery of Knights Templars of Texas;
(4)  the grand lodge of the Independent Order of Odd Fellows of Texas;  or
(5)  another similar institution or order organized for charitable or benevolent purposes.
(b)  A corporation formed under this subchapter shall file a certificate of formation in accordance with Chapter 4 that complies with this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.102. Applicability of Chapter 22

Sec. 23.102.  APPLICABILITY OF CHAPTER 22.  If this subchapter does not contain any provision regarding a matter provided for in Chapter 22, to the extent consistent with this subchapter, Chapter 22 applies to a corporation formed under this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.103. Duration

Sec. 23.103.  DURATION.  A grand body that incorporates under this subchapter may provide in the grand body's certificate of formation for the expiration of its corporate powers at the end of a stated number of years.  If the certificate of formation does not provide for the duration of the grand body, the grand body has perpetual existence.  The grand body may by its corporate name have perpetual succession of its officers and members.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.104. Subordinate Lodges

Sec. 23.104.  SUBORDINATE LODGES.  (a)  The incorporation of a grand body includes each of its subordinate lodges or bodies holding a warrant or charter under the grand body.
(b)  A subordinate body has all of the rights of other corporations under and by the name given to the grand body in the warrant or charter issued to the grand body to which it is attached.  Those rights shall be provided for in the charter of the grand body.
(c)  A subordinate body is subject to the jurisdiction and control of its respective grand body, and the warrant or charter of the subordinate body may be revoked by the grand body.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.105. Trustees and Directors

Sec. 23.105.  TRUSTEES AND DIRECTORS.  A grand body and a subordinate of the grand body may elect trustees and directors or may appoint trustees or directors from among their officers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.106. Franchise Taxes

Sec. 23.106.  FRANCHISE TAXES.  A corporation formed under this subchapter is not subject to or required to pay a franchise tax, except that a corporation is exempt from the franchise tax imposed by Chapter 171, Tax Code, only if the corporation is exempted by that chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.107. General Powers

Sec. 23.107.  GENERAL POWERS.  A grand body and a subordinate of the grand body may take action as directed or provided by law in the case of other corporations and may make constitutions and bylaws to govern their affairs.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.108. Authority Regarding Property

Sec. 23.108.  AUTHORITY REGARDING PROPERTY.  (a)  A grand body or subordinate body may acquire and hold property as necessary or convenient for a site on which to erect a building for the use and occupancy of the body and to erect homes and schools for members' widows or orphans or elderly, disabled, or indigent members and may sell or mortgage the property.
(b)  A conveyance must be executed by the presiding officer and attested to by the secretary with the seal.
(c)  The authority of a subordinate body to sell or to mortgage property is subject to the conditions periodically prescribed or established by the grand body to which the subordinate is attached.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.109. Authority Regarding Loans

Sec. 23.109.  AUTHORITY REGARDING LOANS.  (a)  A grand body incorporated under this subchapter may:
(1)  loan money held and owned by the grand body for charitable purposes, for the endowment of any of the institutions of the grand body, or otherwise;  and
(2)  secure loans by taking and receiving liens on real property or by another method elected by the grand body.
(b)  On sale of real property secured by a lien, a grand body may become the purchaser of the real property and hold title to the property.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 23 - Special-Purpose Corporations › Subchapter C. Grand Lodges › Section 23.110. Winding Up and Termination of Subordinate Body

Sec. 23.110.  WINDING UP AND TERMINATION OF SUBORDINATE BODY.  (a)  On the winding up and termination of a subordinate body attached to a grand body, all property and rights existing in the subordinate body pass to and vest in the grand body to which it was attached, subject to the payment of any debt owed by the subordinate body.
(b)  Notwithstanding a grand body's liability for the debt of a subordinate body under Subsection (a), the grand body is not liable for an amount greater than the actual cash value of the subordinate body's effects or authority.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter A. General Provisions › Section 101.001. Definitions

Sec. 101.001.  DEFINITIONS.  In this title:
(1)  "Company agreement" means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company.  A company agreement of a limited liability company having only one member is not unenforceable because only one person is a party to the company agreement.  A written company agreement may consist of one or more agreements, instruments, or other writings and may include or incorporate one or more schedules, supplements, or other writings providing for the conduct of the business and affairs of the limited liability company or of a series of the limited liability company.
(2)  "Foreign limited liability company" or "foreign company" means a limited liability company formed under the laws of a jurisdiction other than this state.
(3)  "Limited liability company" or "company" means a domestic limited liability company subject to this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 32, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter A. General Provisions › Section 101.002. Applicability of Other Laws

Sec. 101.002.  APPLICABILITY OF OTHER LAWS.  (a)  Subject to Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply to a limited liability company and the company's members, owners, assignees, affiliates, and subscribers.
(b)  For purposes of the application of Subsection (a):
(1)  a reference to "shares" includes "membership interests";
(2)  a reference to "holder," "owner," or "shareholder" includes a "member" and an "assignee";
(3)  a reference to "corporation" or "corporate" includes a "limited liability company";
(4)  a reference to "directors" includes "managers" of a manager-managed limited liability company and "members" of a member-managed limited liability company;
(5)  a reference to "bylaws" includes "company agreement"; and
(6)  the reference to "Sections 21.157-21.162" in Section 21.223(a)(1) refers to the provisions of Subchapter D of this chapter.
Added by Acts 2011, 82nd Leg., R.S., Ch. 25 (S.B. 323), Sec. 1, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.051. Certain Provisions Contained in Certificate of Formation

Sec. 101.051.  CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION.  (a)  A provision that may be included in the company agreement of a limited liability company may be included in the certificate of formation of the company as provided by Section 3.005(b).
(b)  A reference in this title to the company agreement of a limited liability company includes any provision contained in the company's certificate of formation to the extent that the provision reflects the agreement of each member concerning the affairs or the conduct of the business of the limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 33, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.0515. Execution of Filings

Sec. 101.0515.  EXECUTION OF FILINGS.  (a) Unless otherwise provided by this title, a filing instrument of a limited liability company must be signed by an authorized officer, manager, or member of the limited liability company.
(b)  Unless otherwise provided by this title, a filing instrument of a registered series of a domestic limited liability company must be signed by an authorized officer, manager, or member of the registered series.
Added by Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 96, eff. September 1, 2007.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 23, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.052. Company Agreement

Sec. 101.052.  COMPANY AGREEMENT.  (a)  Except as provided by Section 101.054, the company agreement of a limited liability company governs:
(1)  the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself;  and
(2)  other internal affairs of the company.
(b)  To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.
(c)  Except as provided by Section 101.054, a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.
(d)  The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law.
(e)  A company agreement may provide rights to any person, including a person who is not a party to the company agreement, to the extent provided by the company agreement.
(f)  A company agreement is enforceable by or against the limited liability company, including a protected series or registered series of the company, regardless of whether the company, or the protected series or registered series of the company, has signed or otherwise expressly adopted the agreement.
(g)  A member or manager of a limited liability company, or an assignee of a membership interest of a limited liability company, is bound by the company agreement, regardless of whether the member, manager, or assignee signs the company agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 5, eff. September 1, 2013.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 8, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 26, eff. September 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 34, eff. September 1, 2023.
Sec. 101.053.  AMENDMENT OF COMPANY AGREEMENT.  The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 3 - Limited Liability Companies › Chapter 101 - Limited Liability Companies › Subchapter B. Formation and Governing Documents › Section 101.054. Waiver or Modification of Certain Statutory Provisions Prohibited; Exceptions

Sec. 101.054.  WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED;  EXCEPTIONS.  (a)  Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:
(1)  this section;
(2)  Section 101.101, 101.151, 101.206, 101.501, or Subchapter M of Chapter 101, except that Sections 101.601(d), 101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618, or 101.619(b) may be waived or modified in the company agreement;
(3)  Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
(4)  Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement;
(5)  Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or
(6)  Chapter 4, 5, 10, 11, or 12.
(b)  A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company's governing documents.
(c)  A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:
(1)  the person or group of persons entitled to approve a modification;  or
(2)  the vote or other method by which a modification is required to be approved.
(d)  A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.
(e)  The company agreement may not unreasonably restrict a member's or assignee's rights under Section 101.502.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 97, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017.
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 24, eff. June 1, 2022.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 35, eff. September 1, 2023.