BUSINESS ORGANIZATIONS CODE
CHAPTER 6. MEETINGS AND VOTING
SUBCHAPTER A. MEETINGS
§ 6.001. LOCATION OF MEETINGS. (a) Meetings of the
owners or members of a domestic entity may be held at locations in
or outside the state as:
(1) provided by or fixed in accordance with the
governing documents of the domestic entity; or
(2) agreed to by all persons entitled to notice of the
meeting.
(b) If the location of meetings of the owners or members of
the entity is not established under Subsection (a), the owners or
members may hold meetings only at the registered office of the
entity in this state or the principal office of the entity.
(c) The governing persons of a domestic entity, or a
committee of the governing persons, may hold meetings in or outside
the state as:
(1) provided by or fixed in accordance with:
(A) the governing documents of the domestic
entity; or
(B) the person calling the meeting; or
(2) agreed to by all persons entitled to notice of the
meeting.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.002. ALTERNATIVE FORMS OF MEETINGS. (a) Subject
to this code and the governing documents of a domestic entity, the
owners, members, or governing persons of the entity, or a committee
of the owners, members, or governing persons, may hold meetings by
using a conference telephone or similar communications equipment,
or another suitable electronic communications system, including
videoconferencing technology or the Internet, or any combination,
if the telephone or other equipment or system permits each person
participating in the meeting to communicate with all other persons
participating in the meeting.
(b) If voting is to take place at the meeting, the entity
must:
(1) implement reasonable measures to verify that every
person voting at the meeting by means of remote communications is
sufficiently identified; and
(2) keep a record of any vote or other action taken.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.003. PARTICIPATION CONSTITUTES PRESENCE. A person
participating in a meeting is considered present at the meeting,
unless the participation is for the express purpose of objecting to
the transaction of business at the meeting on the ground that the
meeting has not been lawfully called or convened.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER B. NOTICE OF MEETINGS
§ 6.051. GENERAL NOTICE REQUIREMENTS. (a) Subject to
this code and the governing documents of the entity, notice of a
meeting of the owners, members, or governing persons of a domestic
entity, or a committee of the owners, members, or governing
persons, must:
(1) be given in the manner determined by the governing
authority of the entity; and
(2) state:
(A) the date and time of the meeting; and
(B) the location of the meeting or, if the
meeting is held by using a conference telephone or other
communications system authorized by Section 6.002, the form of
communication used for the meeting.
(b) Subject to this code and the governing documents of a
domestic entity, notice of a meeting that is:
(1) mailed is considered to be delivered on the date
notice is deposited in the United States mail with postage paid in
an envelope addressed to the person at the person's address as it
appears on the ownership or membership records of the entity; and
(2) transmitted by facsimile or electronic message is
considered to be delivered when the facsimile or electronic message
is successfully transmitted.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.052. WAIVER OF NOTICE. (a) Notice of a meeting is
not required to be given to an owner, member, or governing person of
a domestic entity, or a member of a committee of the owners,
members, or governing persons, entitled to notice under this code
or the governing documents of the entity if the person entitled to
notice signs a written waiver of notice of the meeting, regardless
of whether the waiver is signed before or after the time of the
meeting.
(b) If a person entitled to notice of a meeting participates
in the meeting, the person's participation constitutes a waiver of
notice of the meeting unless the person participates in the meeting
solely to object to the transaction of business at the meeting on
the ground that the meeting was not lawfully called or convened.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.053. EXCEPTION. (a) Notice of a meeting is not
required to be given to an owner or member of a filing entity
entitled to notice under this code or the governing documents of the
entity if either of the following is mailed to the person entitled
to notice of the meeting to the person's address as it appears on
the ownership or membership transfer records of the entity and is
returned undeliverable:
(1) notice of two consecutive annual meetings and
notice of any meeting held during the period between the two annual
meetings; or
(2) all, but in no event less than two, payments of
distribution or interest on securities during a 12-month period if
the payments are sent by first class mail.
(b) Notice of a meeting is not required to be given to an
owner or member entitled to notice under this code or the governing
documents of a filing entity the notice requirements of which are
subject to the Securities Exchange Act of 1934, as amended (15
U.S.C. Section 78a et seq.), if the person entitled to notice of the
meeting is considered a lost security holder under that Act and the
regulations adopted under that Act.
(c) An action taken or a meeting held without giving notice
to a person not entitled to notice under this section has the same
force and effect as if notice had been given to the person.
(d) A certificate or other document filed with the secretary
of state as a result of a meeting held or an action taken by a filing
entity without giving notice of the meeting or action to a person
not entitled to notice under this section may state that notice of
the meeting or action was given to each person entitled to notice.
(e) Notice of a meeting must be given to a person not
entitled to notice of the meeting under this section if the person
delivers to the entity a written notice of the person's address.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER C. RECORD DATES
§ 6.101. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN
CONSENT TO ACTION. (a) Subject to this code, the governing
documents of a domestic entity may provide the record date, or the
manner of determining the record date, for:
(1) determining the owners or members of the entity
entitled to:
(A) receive notice of a meeting of the owners or
members;
(B) vote at a meeting of the owners or members or
at any adjournment of a meeting; or
(C) receive a distribution from the entity other
than a distribution involving a purchase or redemption by the
entity of the entity's own securities; or
(2) any other proper purpose other than for
determining the owners or members entitled to consent to action
without a meeting of the owners or members.
(b) Subject to this code and the governing documents of a
domestic entity, the governing authority of the entity, in advance,
may provide a record date for determining the owners or members of
the entity, except that the date may not be earlier than the 60th
day before the date the action requiring the determination of
owners or members is taken.
(c) Subject to this code and the governing documents of a
domestic entity, the governing authority of the entity may provide
for the closing of the ownership or membership transfer records of
the entity for a period of not longer than 60 days to determine the
owners or members of the entity for a purpose described by
Subsection (a).
(d) If the owners or members of an entity are not otherwise
determined under this section, the record date for determining the
owners or members of an entity is the date on which:
(1) notice of the meeting is mailed to the owners or
members entitled to notice of the meeting; or
(2) with respect to a distribution, other than a
distribution involving a purchase or redemption by the domestic
entity of any of its own securities, the governing authority adopts
the resolution declaring the distribution.
(e) The record date for a meeting applies to any adjournment
of the meeting unless:
(1) the owners or members entitled to vote are
determined under Subsection (c); and
(2) the period during which the transfer records are
closed expires.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.102. RECORD DATE FOR WRITTEN CONSENT TO
ACTION. (a) Subject to this code and the governing documents of
an entity, the governing authority of the entity may provide the
record date for determining the owners or members of the entity
entitled to written consent to action without a meeting of the
owners or members unless a record date is provided under Section
6.101 for that action. The record date may not be earlier than the
date the governing authority adopts the resolution providing for
the record date.
(b) Subject to this code and the governing documents of an
entity, the record date for determining the owners or members of the
entity entitled to written consent to action without a meeting of
the owners or members is the date a signed written consent to action
stating the action taken or proposed to be taken is first delivered
to the entity if:
(1) the governing authority of the entity does not
provide a record date under Subsection (a); and
(2) prior action by the governing authority is not
required under this code.
(c) Subject to this code or the governing documents of an
entity, the record date for determining the owners or members of the
entity entitled to written consent to action without a meeting of
the owners or members is at the close of business on the date the
governing authority of the entity adopts a resolution taking prior
action if:
(1) the governing authority does not provide a record
date under Subsection (a); and
(2) prior action by the governing authority is
required by this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.103. RECORD DATE FOR SUSPENDED
DISTRIBUTIONS. (a) In this section, "distribution" includes a
distribution that:
(1) was payable to an owner or member but not paid and
was held in suspension by the entity making the distribution; or
(2) is paid or delivered by the entity making the
distribution into an escrow account or to a trustee or custodian.
(b) A distribution made by a domestic entity shall be
payable by the entity, or an escrow agent, trustee, or custodian of
the distribution, to the owner or member determined on the record
date for the distribution as provided by this subchapter.
(c) The right to a distribution under this section may be
transferred by contract, by operation of law, or under the laws of
descent and distribution.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER D. VOTING OF OWNERSHIP INTERESTS
§ 6.151. MANNER OF VOTING OF INTERESTS. Subject to the
title governing the domestic entity, voting of interests of a
domestic entity must be conducted in the manner provided by the
governing documents of the entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.152. VOTING OF INTERESTS OWNED BY
ENTITY. (a) Except as provided by Subsection (b), an ownership
interest owned by the entity that is the issuer of the interest, or
by its direct or indirect subsidiary, may not be:
(1) directly or indirectly voted at a meeting; or
(2) included in determining at any time the total
number of outstanding ownership interests of the entity.
(b) This section does not preclude a domestic or foreign
entity from voting an ownership interest, including an interest in
the entity, held or controlled by the entity in a fiduciary capacity
or for which the entity otherwise exercises voting power in a
fiduciary capacity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.153. VOTING OF INTERESTS OWNED BY ANOTHER
ENTITY. An ownership interest in an entity owned by another
entity, whether a domestic or foreign entity, may be voted by the
officer, agent, or proxy as authorized by:
(1) the governing documents of the entity that owns
the interest; or
(2) the governing authority of the entity that owns
the interest, if the governing documents do not provide for the
manner of voting.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.154. VOTING OF INTERESTS IN AN ESTATE OR
TRUST. (a) An administrator, executor, guardian, or conservator
of an estate who holds an ownership interest as part of the estate
may vote the interest without transferring the interest into the
person's name.
(b) An ownership interest in the name of a trust may be voted
in person or by proxy by:
(1) the trustee; or
(2) a person authorized to act on behalf of the trust
by the trust agreement or the trustee.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.155. VOTING OF INTERESTS BY RECEIVER. (a) A
receiver may vote an ownership interest standing in the name of the
receiver.
(b) A receiver may vote an ownership interest held by or
under the control of the receiver without transferring the interest
into the receiver's name if the court appointing the receiver
authorizes the receiver to vote the interest.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.156. VOTING OF PLEDGED INTERESTS. A pledged
ownership interest may be voted by:
(1) the owner of the pledged interest until the
interest is transferred into the pledgee's name; and
(2) the pledgee after the pledged interest is
transferred into the pledgee's name.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER E. ACTION BY WRITTEN CONSENT
§ 6.201. UNANIMOUS WRITTEN CONSENT TO
ACTION. (a) This section applies to any action required or
authorized to be taken under this code or the governing documents of
a filing entity at an annual or special meeting of the owners or
members of the entity or at a regular, special, or other meeting of
the governing authority of the entity or a committee of the
governing authority.
(b) The owners or members or the governing authority of a
filing entity, or a committee of the governing authority, may take
action without holding a meeting, providing notice, or taking a
vote if each person entitled to vote on the action signs a written
consent or consents stating the action taken.
(c) A written consent described by Subsection (b) has the
same effect as a unanimous vote at a meeting.
(d) A filing instrument filed with the filing officer may
state that an action approved by written consent or consents has the
effect of an approval by a unanimous vote at a meeting.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.202. ACTION BY LESS THAN UNANIMOUS WRITTEN
CONSENT. (a) This section applies to any action required or
authorized to be taken under this code or the governing documents of
a filing entity at an annual or special meeting of the owners or
members of the entity.
(b) Except as provided by this code, the certificate of
formation of a filing entity may authorize the owners or members of
the entity to take action without holding a meeting, providing
notice, or taking a vote if owners or members of the entity having
at least the minimum number of votes that would be necessary to take
the action that is the subject of the consent at a meeting, in which
each owner or member entitled to vote on the action is present and
votes, sign a written consent or consents stating the action taken.
(c) A written consent or consents described by Subsection
(b) must include the date each owner or member signed the consent
and is effective to take the action that is the subject of the
consent only if the consent or consents are delivered to the entity
not later than the 60th day after the date the earliest dated
consent is delivered to the entity as required by Section 6.203.
(d) The entity shall promptly notify each owner or member
who did not sign a consent described by Subsection (b) of the action
that is the subject of the consent.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.203. DELIVERY OF LESS THAN UNANIMOUS WRITTEN
CONSENT. (a) A written consent signed by an owner or member of a
filing entity as provided by Section 6.202, if the consent is not
solicited on behalf of the entity or its governing authority, must
be delivered by hand or certified or registered mail, return
receipt requested, or by other means specified in the governing
documents, to:
(1) the entity's registered office or principal
executive office or place of business; or
(2) the managerial official or agent of the entity
having custody of the entity's records of meetings of owners or
members.
(b) A consent delivered to an entity's principal executive
office or place of business under Subsection (a)(1) must be
addressed to the chief managerial official of the entity or, if the
entity does not have a chief managerial official, the governing
authority of the entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.204. ADVANCE NOTICE NOT REQUIRED. Advance notice is
not required to be given to take an action by written consent as
provided by this subchapter.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER F. VOTING TRUSTS AND VOTING AGREEMENTS
§ 6.251. VOTING TRUSTS. (a) Except as provided by this
code or the governing documents, any number of owners of an entity
may enter into a written voting trust agreement to confer on a
trustee the right to vote or otherwise represent ownership or
membership interests of the entity.
(b) An ownership or membership interest that is the subject
of a voting trust agreement described by Subsection (a) shall be
transferred to the trustee named in the agreement for purposes of
the agreement.
(c) A copy of a voting trust agreement described by
Subsection (a) shall be deposited with the entity at the entity's
principal executive office or registered office and is subject to
examination by:
(1) an owner, whether in person or by the owner's agent
or attorney, in the same manner as the owner is entitled to examine
the books and records of the entity; and
(2) a holder of a beneficial interest in the voting
trust, whether in person or by the holder's agent or attorney, at
any reasonable time for any proper purpose.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.252. VOTING AGREEMENTS. (a) Except as provided by
this code or the governing documents, any number of owners of an
entity, or any number of owners of the entity and the entity itself,
may enter into a written voting agreement to provide the manner of
voting of the ownership interests of the entity. A voting agreement
entered into under this subsection is not part of the governing
documents of the entity.
(b) A copy of a voting agreement entered into under
Subsection (a):
(1) shall be deposited with the entity at the entity's
principal executive office or registered office; and
(2) is subject to examination by an owner, whether in
person or by the owner's agent or attorney, in the same manner as
the owner is entitled to examine the books and records of the
entity.
(c) A voting agreement entered into under Subsection (a) is
specifically enforceable against the holder of an ownership
interest that is the subject of the agreement, and any successor or
transferee of the holder, if:
(1) the voting agreement is noted conspicuously on the
certificate representing the ownership interests; or
(2) a notation of the voting agreement is contained in
a notice sent by or on behalf of the entity, if the ownership
interest is not represented by a certificate.
(d) Except as provided by Subsection (e), a voting agreement
entered into under Subsection (a) is specifically enforceable
against any person, other than a transferee for value, after the
time the person acquires actual knowledge of the existence of the
agreement.
(e) An otherwise enforceable voting agreement entered into
under Subsection (a) is not enforceable against a transferee for
value without actual knowledge of the existence of the agreement at
the time of the transfer, or any subsequent transferee, without
regard to value, if the voting agreement is not noted as required by
Subsection (c).
(f) Section 6.251 does not apply to a voting agreement
entered into under Subsection (a).
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER G. APPLICABILITY OF CHAPTER TO PARTNERSHIPS
§ 6.301. APPLICABILITY OF CHAPTER TO
PARTNERSHIPS. This chapter does not apply to a general partnership
or a limited partnership except to the extent its governing
documents specify.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 6.302. APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED
LIABILITY COMPANIES. Subchapters C and D do not apply to a limited
liability company except to the extent its governing documents
specify.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
