Texas Business Corporation Act - Article 2.24. Meetings Of Shareholders
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Art. 2.24. Meetings of Shareholders
A. Meetings of shareholders may be held at such place within or
without this State as may be stated in or fixed in accordance with
the bylaws. If no other place is so stated or fixed, the board of
directors of the corporation is not authorized to designate a
place, or the board of directors chooses not to designate a place,
meetings shall be held at the registered office of the corporation.
(1) If, under the articles of incorporation or the bylaws, the board
of directors is authorized to determine the place of a meeting of
shareholders, the board of directors may, in its discretion,
determine that the meeting may be held solely by means of remote
communication as provided by Subsection (2) of this section.
(2) If authorized by the board of directors, and subject to any
guidelines and procedures adopted by the board of directors,
shareholders not physically present at a meeting of shareholders,
by means of remote communication:
(a) may participate in a meeting of shareholders; and
(b) may be considered present in person and may vote at a meeting of
shareholders held at a designated place or held solely by means of
remote communication if:
(i) the corporation implements reasonable measures to verify that
each person considered present and permitted to vote at the meeting
by means of remote communication is a shareholder;
(ii) the corporation implements reasonable measures to provide the
shareholders at the meeting by means of remote communication a
reasonable opportunity to participate in the meeting and to vote on
matters submitted to the shareholders, including an opportunity to
read or hear the proceedings of a meeting substantially
concurrently with the proceedings; and
(iii) the corporation maintains a record of any shareholder vote or
other action taken at the meeting by means of remote communication.
B. An annual meeting of the shareholders shall be held at such time
as may be stated in or fixed in accordance with the bylaws. If the
annual meeting is not held within any 13-month period and a written
consent of shareholders has not been executed instead of the
meeting, any court of competent jurisdiction in the county in which
the principal office of the corporation is located may, on the
application of any shareholder, summarily order a meeting to be
held unless the meeting is not required to be held under Section D
of this article. Failure to hold the annual meeting at the
designated time shall not work a dissolution of the corporation.
C. Special meetings of the shareholders may be called (1) by the
president, the board of directors, or such other person or persons
as may be authorized in the articles of incorporation or the bylaws
or (2) by the holders of at least ten (10) percent of all the shares
entitled to vote at the proposed special meeting, unless the
articles of incorporation provide for a number of shares greater
than or less than ten (10) percent, in which event special meetings
of the shareholders may be called by the holders of at least the
percentage of shares so specified in the articles of incorporation,
but in no event shall the articles of incorporation provide for a
number of shares greater than fifty (50) percent. If not otherwise
stated in or fixed in accordance with the bylaws of the corporation,
the record date for determining shareholders entitled to call a
special meeting is the date the first shareholder signs the notice
of that meeting. Only business within the purpose or purposes
described in the notice required by Article 2.25 of this Act may be
conducted at a special meeting of the shareholders.
D. If the articles of incorporation or bylaws of a corporation
registered under the Investment Company Act so provide, the
corporation is not required to hold an annual meeting of
shareholders or elect directors in any year that the election of
directors is not required to be acted on under the Investment
Company Act. If the corporation is required by the Investment
Company Act to hold a meeting of shareholders to elect directors,
the meeting shall be designated as the annual meeting of
shareholders for that year.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1973, 63rd Leg., p. 1494, ch. 545, Sec. 15, eff. Aug. 27, 1973;
Acts 1987, 70th Leg., ch. 93, Sec. 10, eff. Aug. 31, 1987; Acts
1993, 73rd Leg., ch. 215, Sec. 2.06, eff. Sept. 1, 1993.
Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 10, eff. Sept.
1, 2003; Sec. B amended by Acts 2003, 78th Leg., ch. 238, Sec. 10,
eff. Sept. 1, 2003.
Article: 2.18 2.19 2.20 2.21 2.22 2.22-1 2.23 2.24 2.25 2.25-1 2.26 2.27 2.28 2.29 2.30
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Last modified: August 10, 2007
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