Law:Title 1. General Provisions from Chapter 6. Meetings And Voting For Domestic Entities (Texas)

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Chapter 6. Meetings And Voting For Domestic Entities

Subchapter A. Meetings

Section  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.



Section  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.



Section  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

Section  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.



Section  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.



Section  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

Section  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.



Section 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.



Section  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

Section  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.



Section  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.



Section 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.



Section  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.



Section  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.



Section  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

Section  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.



Section  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.



Section  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.



Section 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.



Section 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

Section  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.



Section  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

Section  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.



Section  6.302. 

 APPLICABILITY OF

Subchapter

S 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.


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