CHAPTER 6. MEETINGS AND VOTING FOR DOMESTIC ENTITIES
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 6. MEETINGS AND VOTING FOR DOMESTIC ENTITIES
SUBCHAPTER A. MEETINGS
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
SUBCHAPTER B. NOTICE OF MEETINGS
Sec. 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 the date and time of the meeting and:
(A) if the meeting is not held solely by using a conference
telephone or other communications system authorized by Section
6.002, the location of the meeting; or
(B) if the meeting is held solely or in part by using a
conference telephone or other communications system authorized by
Section 6.002, the form of communications system to be used for
the meeting and the means of accessing the communications system.
(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 given 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 given when the facsimile or electronic message is
transmitted to a facsimile number or an electronic message
address provided by the person, or to which the person consents,
for the purpose of receiving notice.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch.
64, Sec. 16, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 30, eff. September 1, 2007.
Sec. 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
or attends the meeting, the person's participation or attendance
constitutes a waiver of notice of the meeting unless the person
participates in or attends 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.
(c) Unless required by the certificate of formation or the
governing documents, the business to be transacted at a meeting
of the owners, members, or governing persons of a domestic
entity, or the members of a committee of the governing persons,
or the purpose of such a meeting, is not required to be specified
in a written waiver of notice of the meeting.
(d) The participation or attendance at a meeting of a person
entitled to notice of the meeting constitutes a waiver by the
person of notice of a particular matter at the meeting that is
not included in the purposes or business of the meeting described
in the notice unless the person objects to considering the matter
when it is presented.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch.
64, Sec. 17, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch.
84, Sec. 7, eff. September 1, 2009.
Sec. 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 filing
officer 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 filing entity a written notice of the person's
address.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 31, eff. September 1, 2007.
SUBCHAPTER C. RECORD DATES
Sec. 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 a domestic entity are not
otherwise determined under this section, the record date for
determining the owners or members of a domestic entity is the
date on which:
(1) notice of the meeting is given 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 32, eff. September 1, 2007.
Sec. 6.102. RECORD DATE FOR WRITTEN CONSENT TO ACTION. (a)
Subject to this code and the governing documents of a domestic
entity, the governing authority of the domestic entity may
provide the record date for determining the owners or members of
the domestic 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 a
domestic entity, the record date for determining the owners or
members of the domestic 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 domestic entity
if:
(1) the governing authority of the domestic 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 a
domestic entity, the record date for determining the owners or
members of the domestic 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 domestic
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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 33, eff. September 1, 2007.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
SUBCHAPTER D. VOTING OF OWNERSHIP INTERESTS
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 6.152. VOTING OF INTERESTS OWNED BY ENTITY. (a) Except as
provided by Subsection (b), an ownership interest owned by the
domestic 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 domestic 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 34, eff. September 1, 2007.
Sec. 6.153. VOTING OF INTERESTS OWNED BY ANOTHER ENTITY. An
ownership interest in a domestic 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 35, eff. September 1, 2007.
Sec. 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, in person or by proxy, 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 36, eff. September 1, 2007.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
SUBCHAPTER E. ACTION BY WRITTEN CONSENT
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 6.204. ADVANCE NOTICE NOT REQUIRED. Any advance notice
required by this code for an action to be taken at a meeting is
not required to be given to take the action by written consent as
provided 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, Sec. 37, eff. September 1, 2007.
Sec. 6.205. REPRODUCTION OR ELECTRONIC TRANSMISSION OF CONSENT.
(a) Any photographic, photostatic, facsimile, or similarly
reliable reproduction of a consent in writing signed by an owner,
member, or governing person of a filing entity may be substituted
or used instead of the original writing for any purpose for which
the original writing could be used, if the reproduction is a
complete reproduction of the entire original writing.
(b) Except as otherwise provided by an entity's governing
documents, an electronic transmission of a consent by an owner,
member, or governing person to the taking of an action by the
entity is considered a signed writing if the transmission
contains or is accompanied by information from which it can be
determined:
(1) that the electronic transmission was transmitted by the
owner, member, or governing person; and
(2) the date on which the owner, member, or governing person
transmitted the electronic transmission.
(c) Unless the consent is otherwise dated, the date specified in
Subsection (b)(2) is the date on which the consent is considered
signed.
Added by Acts 2005, 79th Leg., Ch.
64, Sec. 18, eff. January 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch.
84, Sec. 8, eff. September 1, 2009.
SUBCHAPTER F. VOTING TRUSTS AND VOTING AGREEMENTS
Sec. 6.251. VOTING TRUSTS. (a) Except as provided by this code
or the governing documents, any number of owners of a domestic
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 domestic 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 domestic entity at the domestic
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 domestic 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 38, eff. September 1, 2007.
Sec. 6.252. VOTING AGREEMENTS. (a) Except as provided by this
code or the governing documents, any number of owners of a
domestic entity, or any number of owners of the domestic entity
and the domestic entity itself, may enter into a written voting
agreement to provide the manner of voting of the ownership
interests of the domestic entity. A voting agreement entered
into under this subsection is not part of the governing documents
of the domestic entity.
(b) A copy of a voting agreement entered into under Subsection
(a):
(1) shall be deposited with the domestic entity at the domestic
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 domestic
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 domestic entity in accordance with
Section 3.205, 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
688, Sec. 39, eff. September 1, 2007.
SUBCHAPTER G. APPLICABILITY OF CHAPTER
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.