reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.252. Approval of Sale of All or Substantially All of Assets

Sec. 22.252.  APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.  (a)  A corporation must approve the sale of all or substantially all of its assets by complying with this section.
(b)  If the corporation has no members or has no members with voting rights, the sale of all or substantially all of the assets of the corporation must be authorized by the vote of directors required by Section 22.164.
(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, a resolution authorizing a sale of all or substantially all of the assets of the corporation:
(1)  must be submitted to a vote at an annual, regular, or special meeting of the members;  and
(2)  must be approved by the members by the vote required by Section 22.164.
(d)  If the corporation has members with voting rights:
(1)  the board of directors of the corporation must adopt a resolution that:
(A)  recommends the sale;  and
(B)  directs that the resolution be submitted to a vote at an annual or special meeting of the members having voting rights;  and
(2)  the members must approve the resolution by the vote required by Section 22.164.
(e)  At the meeting required by Subsection (c) or (d), in addition to approving the resolution authorizing the sale, the members may set, or authorize the board of directors to set, the terms and conditions of the sale and the consideration to be received by the corporation for the sale by the same vote of members.
(f)  After the members authorize a sale under Subsection (d), the board of directors may abandon the sale, subject to the rights of third parties under any contracts relating to the sale, without further action or approval by members.
(g)  Notwithstanding Subsection (d), if a corporation is insolvent, a sale of all or substantially all of the assets of the corporation may be authorized on receiving the affirmative vote of the majority of the directors in office.
(h)  The phrase "sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation's activities without regard to whether the disposition is made with the goodwill of the corporation's activities.  The term does not include a transaction that results in the corporation directly or indirectly:
(1)  continuing to engage in one or more activities;  or
(2)  applying a portion of the consideration received in connection with the transaction to the conduct of an activity that the corporation engages in after the transaction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.253. Meeting of Members; Notice

Sec. 22.253.  MEETING OF MEMBERS;  NOTICE.  (a)  The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d) a written notice stating that the purpose or one of the purposes of the meeting is to consider the plan of merger or the sale of all or substantially all of the assets of the corporation.  The notice must be given in the time and manner provided by Chapter 6 and this chapter for giving notice of a meeting to members.
(b)  A vote of members entitled to vote at the meeting shall be taken on the plan of merger or the resolution authorizing the sale of all or substantially all of the assets of the corporation.  The members must approve the plan or resolution by the vote required by Section 22.164.
(c)  For a meeting to vote on a plan of merger, the notice of the meeting must contain the plan of merger or a summary of the plan of merger.
(d)  For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws 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 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.254. Pledge, Mortgage, Deed of Trust, or Trust Indenture

Sec. 22.254.  PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE.  (a)  Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation:
(1)  the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, or trust indenture;  and
(2)  an authorization or consent of members is not required for the validity of the transaction or for any sale under the terms of the transaction.
(b)  If the management of the affairs of a corporation is vested in the corporation's members under Section 22.202:
(1)  the members may authorize a pledge, mortgage, deed of trust, or trust indenture in the manner provided by Section 22.252(c) for a sale of all or substantially all of the assets of a corporation;  and
(2)  an authorization by the board of directors is not required for the validity of the transaction or for any sale under the terms of the transaction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.255. Conveyance by Corporation

Sec. 22.255.  CONVEYANCE BY CORPORATION.  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.256. Approval of Conversion

Sec. 22.256.  APPROVAL OF CONVERSION.  (a)  A domestic corporation must approve a conversion under Chapter 10 by complying with this section.
(b)  If the corporation has no members or has no members with voting rights, the plan of conversion must be approved by the vote of directors required by Section 22.164.
(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, the plan of conversion:
(1)  must be submitted to a vote at an annual, regular, or special meeting of the members;  and
(2)  must be approved by the members by the vote required by Section 22.164.
(d)  If the corporation has members with voting rights:
(1)  the board of directors must adopt a resolution that:
(A)  approves the plan of conversion;  and
(B)  directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights;  and
(2)  the members must approve the plan of conversion by the vote required by Section 22.164.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter F. Fundamental Business Transactions › Section 22.257. Approval of Exchange

Sec. 22.257.  APPROVAL OF EXCHANGE.  (a)  A domestic corporation must approve an exchange under Chapter 10 by complying with this section.
(b)  If the corporation has no members or has no members with voting rights, the plan of exchange must be approved by the vote of directors required by Section 22.164.
(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, the plan of exchange:
(1)  must be submitted to a vote at an annual, regular, or special meeting of the members;  and
(2)  must be approved by the members by the vote required by Section 22.164.
(d)  If the corporation has members with voting rights:
(1)  the board of directors must adopt a resolution that:
(A)  approves the plan of exchange;  and
(B)  directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights;  and
(2)  the members must approve the plan of exchange by the vote required by Section 22.164.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.301. Approval of Voluntary Winding Up, Reinstatement, Revocation of Voluntary Winding Up, or Distribution Plan

Sec. 22.301.  APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF VOLUNTARY WINDING UP, OR DISTRIBUTION PLAN.  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), a revocation of a voluntary decision to wind up in accordance with Section 11.151, or a distribution plan in accordance with Section 22.305 by complying with the procedures prescribed by this subchapter.
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. 93, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.302. Certain Procedures for Approval

Sec. 22.302.  CERTAIN PROCEDURES FOR APPROVAL.  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, or a distribution plan, a corporation must follow the following procedures:
(1)  if the corporation has no members or has no members with voting rights and the corporation:
(A)  holds any assets or has solicited any assets or otherwise engaged in activities, the corporation's board of directors must adopt a resolution to wind up, to reinstate, to cancel the event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote of directors required by Section 22.164(b)(3); or
(B)  does not hold any assets and has not solicited any assets or otherwise engaged in activities, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote required by Section 22.164(d);
(2)  if the management of the affairs of the corporation is vested in the corporation's members under Section 22.202, the winding up, reinstatement, cancellation of event requiring winding up, revocation of voluntary decision to wind up, or distribution plan:
(A)  must be submitted to a vote at an annual, regular, or special meeting of members; and
(B)  must be approved by the members by the vote required by Section 22.164(b)(2); or
(3)  if the corporation has members with voting rights:
(A)  the corporation's board of directors must approve a resolution:
(i)  recommending the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan; and
(ii)  directing that the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan of the corporation be submitted to a vote at an annual or special meeting of members; and
(B)  the members must approve the action described by Paragraph (A) in accordance with Section 22.303.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 29, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.303. Meeting of Members; Notice

Sec. 22.303.  MEETING OF MEMBERS;  NOTICE.  (a)  The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that the purpose or one of the purposes of the meeting is to consider the winding up, reinstatement, cancellation of event requiring winding up, revocation of the voluntary decision to wind up, or distribution plan of the corporation.  The notice must be given in the time and manner provided by Chapter 6 and this chapter for the giving of notice of a meeting to members.
(b)  A vote of members entitled to vote at the meeting shall be taken on the resolution to wind up, reinstate, cancel the event requiring winding up, revoke the voluntary decision to wind up, or effect the distribution plan of the corporation.  The members must approve the resolution by the vote required under Section 22.164.
(c)  For a meeting to vote on a distribution plan, the notice of the meeting must contain the proposed plan of distribution or a summary of the plan.
(d)  For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws 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 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.304. Application and Distribution of Property

Sec. 22.304.  APPLICATION AND DISTRIBUTION OF PROPERTY.  (a)  After all liabilities and obligations of a corporation in the process of winding up are paid, satisfied, and discharged in accordance with Section 11.053, the property of the corporation shall be applied and distributed as follows:
(1)  property held by the corporation on a condition requiring return, transfer, or conveyance because of the winding up or termination shall be returned, transferred, or conveyed in accordance with that requirement;  and
(2)  unless otherwise provided by the corporation's certificate of formation, the remaining property of the corporation shall be distributed only for tax-exempt purposes to one or more organizations that are exempt under Section 501(c)(3), Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, under a plan of distribution adopted under this chapter.
(b)  A district court of the county in which the corporation's principal office is located shall distribute to one or more organizations exempt under Section 501(c)(3), Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, the property of the corporation remaining after a distribution of property under the plan of distribution.  The court shall make the distribution in the manner the court determines will best accomplish the general purposes for which the corporation was organized.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.305. Distribution Plan

Sec. 22.305.  DISTRIBUTION PLAN.  A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by a corporation to authorize a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter G. Winding Up and Termination › Section 22.307. Responsibility for Winding Up

Sec. 22.307.  RESPONSIBILITY FOR WINDING UP.  If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by:
(1)  the directors, if management of the affairs is not vested in the corporation's members under Section 22.202;  or
(2)  the members, if management of the affairs is vested in the corporation's members under Section 22.202.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.351. Member's Right to Inspect Books and Records

Sec. 22.351.  MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS.  A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.352. Financial Records and Annual Reports

Sec. 22.352.  FINANCIAL RECORDS AND ANNUAL REPORTS.  (a)  A corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, in accordance with generally accepted accounting principles.
(b)  Based on the records maintained under Subsection (a), the board of directors of the corporation shall annually prepare or approve a financial report for the corporation for the preceding year.  The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include:
(1)  a statement of support, revenue, and expenses;
(2)  a statement of changes in fund balances;
(3)  a statement of functional expenses;  and
(4)  a balance sheet for each fund.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.353. Availability of Financial Information for Public Inspection

Sec. 22.353.  AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION.  (a)  A corporation shall keep each document the corporation is required to make available for public inspection as an entity that is exempt from income taxation under Section 501(a), Internal Revenue Code of 1986, by being listed as an exempt organization under Section 501(c)(3) of that code, at the corporation's registered or principal office in this state for at least three years after the close of the fiscal year.
(b)  The corporation shall make the documents described by Subsection (a) available to the public for inspection and copying at the corporation's registered or principal office during regular business hours.  The corporation may charge a reasonable fee for preparing a copy of a document.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 434 (H.B. 1957), Sec. 1, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.354. Failure to Maintain Financial Record or Prepare Annual Report; Offense

Sec. 22.354.  FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL REPORT;  OFFENSE.  (a)  A corporation commits an offense if the corporation fails to maintain a financial record, prepare an annual report, or make the record or report available to the public in the manner required by Section 22.353.
(b)  An offense under this section is a Class B misdemeanor.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.355. Exemptions From Certain Requirements Relating to Financial Records and Annual Reports

Sec. 22.355.  EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS AND ANNUAL REPORTS.  Sections 22.352, 22.353, and 22.354 do not apply to:
(1)  a corporation that solicits funds only from members of the corporation;
(2)  a corporation that does not intend to solicit and receive and does not actually raise or receive during a fiscal year contributions in an amount exceeding $10,000 from a source other than its own membership;
(3)  a private or independent institution of higher education described by Section 61.003, Education Code, accredited by a recognized accrediting agency as defined by Section 61.003, Education Code, a postsecondary educational institution authorized to grant degrees under a certificate of authority issued by the Texas Higher Education Coordinating Board or a foundation chartered for the benefit of the institution or any component part of the institution, a career school or college that has received a certificate of approval from the Texas Workforce Commission, a public institution of higher education or a foundation chartered for the benefit of the institution or any component part of the institution, or an elementary or secondary school;
(4)  a religious institution that is a church, an ecclesiastical or denominational organization, or another established physical place for worship at which religious services are the primary activity and are regularly conducted;
(5)  a trade association or professional society the income of which is principally derived from membership dues and assessments, sales, or services;
(6)  an insurer licensed and regulated by the Texas Department of Insurance; or
(7)   an alumni association of a public or private institution of higher education in this state that is recognized and acknowledged as the official alumni association by the institution.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 70, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.356. Corporations Assisting State Agencies

Sec. 22.356.  CORPORATIONS ASSISTING STATE AGENCIES.  (a)  In this section, "state agency" means:
(1)  a board, commission, department, office, or other entity that is in the executive branch of state government and that was created by the constitution or a statute of this state, including an institution of higher education as defined by Section 61.003, Education Code;
(2)  the legislature or a legislative agency;  or
(3)  the supreme court, the court of criminal appeals, a court of appeals, the state bar, or another state judicial agency.
(b)  The books and records of a corporation other than a bona fide alumni association are subject to audit at the discretion of the state auditor if:
(1)  the corporation's certificate of formation specifically dedicates the corporation's activities to the benefit of a particular state agency; and
(2)  a board member, officer, or employee of that state agency is a director of the corporation.
(c)  If the corporation's charter specifically dedicates the corporation's activities to the benefit of a particular state agency but the conditions described by Subsection (b)(2) do not exist, a corporation shall file with the secretary of state a copy of the report required by Section 22.352(b) for the preceding fiscal year not later than the 89th day after the last day of the corporation's fiscal year.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 19, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.357. Report of Domestic and Foreign Corporations

Sec. 22.357.  REPORT OF DOMESTIC AND FOREIGN CORPORATIONS.  (a)  The secretary of state may require a domestic corporation or a foreign corporation registered to conduct affairs in this state to file a report in accordance with Chapter 4 not more than once every four years as required by this subchapter.  The report must state:
(1)  the name of the corporation;
(2)  the state or country under the laws of which the corporation is incorporated;
(3)  the address of the registered office of the corporation in this state and the name of the registered agent at that address;
(4)  if the corporation is a foreign corporation, the address of the principal office of the corporation in the state or country under the laws of which the corporation is incorporated;  and
(5)  the names and addresses of the directors and officers of the corporation.
(b)  A corporation required to prepare a report under this section shall prepare the report on a form adopted by the secretary of state for that purpose and shall include in the report information that is accurate as of the date the report is executed.  An officer or, if the corporation is in the hands of a receiver or trustee, the receiver or trustee shall sign the report on behalf 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 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.358. Notice Regarding Report

Sec. 22.358.  NOTICE REGARDING REPORT.  (a)  The secretary of state shall send written notice that the report required by Section 22.357 is due.  The notice must be:
(1)  addressed to the corporation;  and
(2)  mailed to the corporation's registered agent or to the corporation at:
(A)  the last known address of the corporation as it appears on record in the office of the secretary of state;  or
(B)  any other known place of business of the corporation.
(b)  The secretary of state shall include with the notice a report form to be prepared and filed as provided by this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.359. Filing of Report

Sec. 22.359.  FILING OF REPORT.  A copy of the report must be filed with the secretary of state in accordance with Chapter 4 not later than the 30th day after the date notice is mailed under Section 22.358.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.360. Failure to File Report

Sec. 22.360.  FAILURE TO FILE REPORT.  (a)  A domestic or foreign corporation that fails to file a report under Sections 22.357 and 22.359 when the report is due forfeits the corporation's right to conduct affairs in this state.
(b)  The forfeiture takes effect, without judicial action, when the secretary of state enters on the record of the corporation kept in the office of the secretary of state:
(1)  the words "right to conduct affairs forfeited";  and
(2)  the date of forfeiture.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.361. Notice of Forfeiture

Sec. 22.361.  NOTICE OF FORFEITURE.  Notice of forfeiture under Section 22. 360 shall be mailed to the corporation's registered agent at the registered office or to the corporation at:
(1)  the address of the principal place of business of the corporation as it appears in the certificate of formation;
(2)  the last known address of the corporation as it appears on record in the office of the secretary of state;  or
(3)  any other known place of business 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 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.362. Effect of Forfeiture

Sec. 22.362.  EFFECT OF FORFEITURE.  (a)  Unless the right of the corporation to conduct affairs in this state is revived under Section 22.363:
(1)  the corporation may not maintain an action, suit, or proceeding in a court of this state;  and
(2)  a successor or assignee of the corporation may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising from the conduct of affairs by the corporation in this state.
(b)  This section does not affect the right of an assignee of the corporation as:
(1)  the holder in due course of a negotiable promissory note, check, or bill of exchange;  or
(2)  the bona fide purchaser for value of a warehouse receipt, stock certificate, or other instrument negotiable by law.
(c)  The forfeiture of the right to conduct affairs in this state does not:
(1)  impair the validity of a contract or act of the corporation;  or
(2)  prevent the corporation from defending an action, suit, or proceeding in a court of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.363. Revival of Right to Conduct Affairs

Sec. 22.363.  REVIVAL OF RIGHT TO CONDUCT AFFAIRS.  (a)  A corporation may be relieved from a forfeiture under Section 22.360 by filing the required report, accompanied by the revival fee, not later than the 120th day after the date of mailing of the notice of forfeiture under Section 22.361.
(b)  If a corporation complies with Subsection (a), the secretary of state shall:
(1)  revive the right of the corporation to conduct affairs in this state;
(2)  cancel the words regarding the forfeiture on the record of the corporation;  and
(3)  endorse on that record the word "revived" and the date of revival.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.364. Failure to Revive; Termination or Revocation

Sec. 22.364.  FAILURE TO REVIVE;  TERMINATION OR REVOCATION.  (a)  The failure of a corporation that has forfeited its right to conduct affairs in this state to revive that right under Section 22.363 is grounds for:
(1)  the involuntary termination of the domestic corporation;  or
(2)  the revocation of the foreign corporation's registration to transact business in this state.
(b)  The termination or revocation takes effect, without judicial action, when the secretary of state enters on the record of the corporation filed in the office of the secretary of state the word "forfeited" and the date of forfeiture and cites this chapter as authority for that forfeiture.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter H. Records and Reports › Section 22.365. Reinstatement

Sec. 22.365.  REINSTATEMENT.  (a)  A corporation that is terminated or the registration of which has been revoked as provided by Section 22.364 may be relieved of the termination or revocation by filing the report required by Section 22.357, accompanied by the filing fee for the report, if the corporation has paid:
(1)  all fees, taxes, penalties, and interest due and accruing before the termination or revocation;  and
(2)  an amount equal to the total taxes from the date of termination or revocation to the date of reinstatement that would have been payable if the corporation had not been terminated or had its registration revoked.
(b)  When the report is filed and the filing fee is paid to the secretary of state, the secretary of state shall:
(1)  reinstate the certificate of formation or registration without judicial action;
(2)  cancel the word "forfeited" on the record;  and
(3)  endorse on the record kept in the secretary's office relating to the corporation the words "set aside" and the date of the reinstatement.
(c)  If a termination or revocation is set aside under this section, the corporation shall determine from the secretary of state whether the name of the corporation is available.  If the name of the corporation is not available at the time of reinstatement, the corporation shall amend its corporate name under this code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.401. Definition

Sec. 22.401.  DEFINITION.  In this chapter, "church benefits board" means an organization described by Section 414(e)(3)(A), Internal Revenue Code, that:
(1)  has the principal purpose or function of administering or funding a plan or program to provide retirement benefits, welfare benefits, or both for the ministers or employees of a church or a conference, convention, or association of churches;  and
(2)  is controlled by or affiliated with a church or a conference, convention, or association of churches.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.402. Pensions and Benefits

Sec. 22.402.  PENSIONS AND BENEFITS.  When authorized by the corporation's members or as otherwise provided by law, a domestic or foreign nonprofit corporation formed for a religious purpose may provide, directly or through a separate church benefits board, for the support and payment of benefits and pensions to:
(1)  the ministers, teachers, employees, trustees, directors, or other functionaries of the corporation;
(2)  the ministers, teachers, employees, trustees, directors, or other functionaries of organizations controlled by or affiliated with a church or a conference, convention, or association of churches under the jurisdiction and control of the corporation;  and
(3)  the spouse, children, dependents, or other beneficiaries of the persons described by Subdivisions (1) and (2).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.403. Contributions

Sec. 22.403.  CONTRIBUTIONS.  (a)  A church benefits board may provide for:
(1)  the collection of contributions and other payments to assist in providing pensions and benefits under this subchapter;  and
(2)  the creation, maintenance, investment, management, and disbursement of necessary annuities, endowments, reserves, or other funds for a purpose under Subdivision (1).
(b)  A church benefits board may receive payments from a trust fund or corporation that funds a church plan as defined by Section 414(e), Internal Revenue Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.404. Power to Act as Trustee

Sec. 22.404.  POWER TO ACT AS TRUSTEE.  A church benefits board may act as:
(1)  a trustee under a lawful trust committed to the board by contract, will, or otherwise;  and
(2)  an agent for the performance of a lawful act relating to the purposes of the trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.405. Documents and Agreements

Sec. 22.405.  DOCUMENTS AND AGREEMENTS.  A church benefits board may provide to a program participant a certificate or agreement of participation, a debenture, or an indemnification agreement, as appropriate to accomplish the purposes of the board.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.406. Indemnification

Sec. 22.406.  INDEMNIFICATION.  A church benefits board, or an affiliate wholly owned by the board, may agree to indemnify against damage or risk of loss:
(1)  a minister, teacher, employee, trustee, functionary, or director affiliated with the board or a family member, dependent, or beneficiary of one of those persons;
(2)  a church or a convention, conference, or association of churches;  or
(3)  an organization that is controlled by or affiliated with the board or with a church or a convention, conference, or association of churches.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.407. Protection of Benefits

Sec. 22.407.  PROTECTION OF BENEFITS.  (a)  Money or other benefits that have been or will be provided to a participant or a beneficiary under a plan or program provided by or through a church benefits board under this subchapter are not subject to execution, attachment, garnishment, or other process and may not be appropriated or applied as part of a judicial, legal, or equitable process or operation of a law other than a constitution to pay a debt or liability of the participant or beneficiary.
(b)  This section does not apply to a qualified domestic relations order or an amount required by the church benefits board to recover costs or expenses incurred in the plan or program.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.408. Assignment of Benefits

Sec. 22.408.  ASSIGNMENT OF BENEFITS.  An assignment or transfer or an attempt to make an assignment or transfer by a beneficiary of money, benefits, or other rights under a plan or program under this subchapter is void if:
(1)  the plan or program contains a provision prohibiting the assignment or other transfer without the written consent of the church benefits board;  and
(2)  the beneficiary assigns or transfers or attempts to make an assignment or transfer without that consent.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter I. Church Benefits Boards › Section 22.409. Insurance Code Not Applicable

Sec. 22.409.  INSURANCE CODE NOT APPLICABLE.  The Insurance Code does not apply to a church benefits board or a program, plan, benefit, or activity of the board or a person affiliated with the board.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 22 - Nonprofit Corporations › Subchapter J. Ratification of Defective Corporate Acts; Proceedings › Section 22.501. Definitions

Sec. 22.501.  DEFINITIONS.  In this subchapter:
(1)  "Corporate statute," with respect to an action or filing, means this code, the former Texas Non-Profit Corporation Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes), or any predecessor statute of this state that governed the action or the filing.
(2)  "Defective corporate act" means:
(A)  an election or appointment of directors that is void or voidable due to a failure of authorization; or
(B)  any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time the act or transaction was purportedly taken would have been, within the power of a corporation to take under the corporate statute, but is void or voidable due to a failure of authorization.
(3)  "District court" means a district court in:
(A)  the county in which the corporation's principal office in this state is located; or
(B)  the county in which the corporation's registered office in this state is located, if the corporation does not have a principal office in this state.
(4)  "Failure of authorization" means:
(A)  the failure to authorize or effect an act or transaction in compliance with the provisions of the corporate statute, the governing documents of the corporation, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent the failure would render the act or transaction void or voidable; or
(B)  the failure of the board of directors or an officer of the corporation to authorize or approve an act or transaction taken by or on behalf of the corporation that required the prior authorization or approval of the board of directors or the officer.
(5)  "Time of the defective corporate act" means the date and time the defective corporate act was purported to have been taken or the approximate date and time, if the exact date is unknown.
(6)  "Validation effective time" or "effective time of the validation," with respect to any defective corporate act ratified under this subchapter, means the latest of:
(A)  the time at which the defective corporate act submitted to the members for approval under Section 22.505 is approved by the members or, if the corporation has no members or has no members with voting rights or if no member approval is required, the time at which the board of directors adopts the resolutions required by Section 22.503;
(B)  if a certificate of validation is not required to be filed under Section 22.508, the time, if any, specified by the board of directors or the members in the resolutions adopted under Section 22.503, which may not precede the time at which the resolutions are adopted; or
(C)  the time at which any certificate of validation filed under Section 22.508 takes effect in accordance with Chapter 4.
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 22.502. Ratification of Defective Corporate Act

Sec. 22.502.  RATIFICATION OF DEFECTIVE CORPORATE ACT.  Subject to Section 22.509, a defective corporate act is not void or voidable solely as a result of a failure of authorization if the act is:
(1)  ratified in accordance with this subchapter; or
(2)  validated by the district court in a proceeding 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 22.503. Ratification of Defective Corporate Act; Adoption of Resolutions

Sec. 22.503.  RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS.  (a)  To ratify one or more defective corporate acts, the board of directors of the corporation shall adopt resolutions stating:
(1)  the defective corporate act or acts to be ratified;
(2)  the date of each defective corporate act;
(3)  the nature of the failure of authorization with respect to each defective corporate act to be ratified; and
(4)  that the board of directors approves the ratification of the defective corporate act or acts.
(b)  If the corporation has members with voting rights, a resolution may also state that, notwithstanding member approval of the ratification of a defective corporate act that is a subject of the resolution, the board of directors may, with respect to the defective corporate act, abandon the ratification of the defective corporate act at any time before the validation effective time without further member action.
(c)  If the management of the affairs of the corporation is vested in its members under Section 22.202, the members of the corporation shall adopt resolutions stating:
(1)  the defective corporate act or acts to be ratified;
(2)  the date of each defective corporate act;
(3)  the nature of the failure of authorization with respect to each corporate act to be ratified; and
(4)  that the members approve the ratification of the defective corporate act or acts.
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 22.504. Quorum and Voting Requirements for Adoption of Resolutions

Sec. 22.504.  QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.  (a)  The quorum and voting requirements applicable to the adoption of the resolutions to ratify a defective corporate act under Section 22.503 are the same as the quorum and voting requirements applicable at the time of the adoption of the resolutions for the type of defective corporate act proposed to be ratified.
(b)  Notwithstanding Subsection (a) and except as provided by Subsection (c), if in order for a quorum to be present or to approve the defective corporate act, the presence or approval of a larger number or portion of the governing authority would have been required by the governing documents of the corporation, 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 or portion of such governing authority must be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable.
(c)  If the corporation has members with voting rights or if the corporation had members with voting rights at the time of the taking of the defective corporate act, the presence or approval of any director elected, appointed, or nominated by a class of members that no longer exists, or by any person that is no longer a member, shall not be required for a quorum to be present or to adopt the resolutions.
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 22.505. Approval of Ratified Defective Corporate Act by Members With Voting Rights Required; Exception

Sec. 22.505.  APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION.  If the corporation has members with voting rights, each defective corporate act ratified under Section 22.503(a) must be submitted to such members of the corporation for approval as provided by Sections 22.506 and 22.507, unless no other provision of the corporate statute, no provision of the corporation's governing documents, and no provision of any plan or agreement to which the corporation is a party would have required approval by such members of:
(1)  the defective corporate act to be ratified at the time of that defective corporate act; or
(2)  the type of defective corporate act to be ratified at the time the board of directors adopts the resolutions ratifying that defective corporate act under Section 22.503.
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.