Texas Business Corporation Act - Article 2.26. Registered Holders Of Shares, Closing Of Share Transfer Records And Record Date

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Art. 2.26. Registered Holders of Shares, Closing of Share Transfer 
Records and Record Date

A. Registered Holders as Owners. Unless otherwise provided in this 
Act, and subject to the provisions of Chapter 8-Investment 
Securities of the Business & Commerce Code:

(1) A corporation may regard the person in whose name any shares 
issued by the corporation are registered in the share transfer 
records of the corporation at any particular time (including, 
without limitation, as of a record date fixed pursuant to Section B 
or C of this Article) as the owner of those shares at that time for 
purposes of voting those shares, receiving distributions thereon or 
notices in respect thereof, transferring those shares, exercising 
rights of dissent with respect to those shares, exercising or 
waiving any preemptive right with respect to those shares, entering 
into agreements with respect to those shares in accordance with 
Article 2.22 or 2.30 of this Act, or giving proxies with respect to 
those shares;  and

(2) Neither the corporation nor any of its officers, directors, 
employees, or agents shall be liable for regarding that person as 
the owner of those shares at that time for those purposes, 
regardless of whether that person does not possess a certificate 
for those shares.

B. Fixing Record Dates for Matters Other Than Consents to Action.  
For the purpose of determining shareholders entitled to notice of 
or to vote at any meeting of shareholders or any adjournment 
thereof, or entitled to receive a distribution by a corporation 
(other than a distribution involving a purchase or redemption by 
the corporation of any of its own shares) or a share dividend, or in 
order to make a determination of shareholders for any other proper 
purpose (other than determining shareholders entitled to consent to 
action by shareholders proposed to be taken without a meeting of 
shareholders), the board of directors of a corporation may provide 
that the share transfer records shall be closed for a stated period 
but not to exceed, in any case, sixty (60) days.  If the share 
transfer records shall be closed for the purpose of determining 
shareholders entitled to notice of or to vote at a meeting of 
shareholders, such records shall be closed for at least ten (10) 
days immediately preceding such meeting.  In lieu of closing the 
share transfer records, the bylaws, or in the absence of an 
applicable bylaw the board of directors, may fix in advance a date 
as the record date for any such determination of shareholders, such 
date in any case to be not more than sixty (60) days and, in the case 
of a meeting of shareholders, not less than ten (10) days, prior to 
the date on which the particular action requiring such 
determination of shareholders is to be taken.  If the share transfer 
records are not closed and no record date is fixed for the 
determination of shareholders entitled to notice of or to vote at a 
meeting of shareholders, or shareholders entitled to receive a 
distribution (other than a distribution involving a purchase or 
redemption by the corporation of any of its own shares) or a share 
dividend, the date on which notice of the meeting is mailed or the 
date on which the resolution of the board of directors declaring 
such distribution or share dividend is adopted, as the case may be, 
shall be the record date for such determination of shareholders.  
When a determination of shareholders entitled to vote at any 
meeting of shareholders has been made as provided in this Article, 
such determination shall apply to any adjournment thereof except 
where the determination has been made through the closing of the 
share transfer records and the stated period of closing has 
expired.

C. Fixing Record Dates for Consents to Action.  Unless a record date 
shall have previously been fixed or determined pursuant to this 
section, whenever action by shareholders is proposed to be taken by 
consent in writing without a meeting of shareholders, the board of 
directors may fix a record date for the purpose of determining 
shareholders entitled to consent to that action, which record date 
shall not precede, and shall not be more than ten (10) days after, 
the date upon which the resolution fixing the record date is adopted 
by the board of directors.  If no record date has been fixed by the 
board of directors and the prior action of the board of directors is 
not required by this Act, the record date for determining 
shareholders entitled to consent to action in writing without a 
meeting shall be the first date on which a signed written consent 
setting forth the action taken or proposed to be taken is delivered 
to the corporation as provided in Section A of Article 9.10 of this 
Act. Delivery shall be by hand or by certified or registered mail, 
return receipt requested.  Delivery to the corporation's principal 
place of business shall be addressed to the president or the 
principal executive officer of the corporation.  If no record date 
shall have been fixed by the board of directors and prior action of 
the board of directors is required by this Act, the record date for 
determining shareholders entitled to consent to action in writing 
without a meeting shall be at the close of business on the date on 
which the board of directors adopts a resolution taking such prior 
action.

D. Distributions Held in Suspense.  Distributions made by a 
corporation, including those that were payable but not paid to a 
holder of shares, or to his heirs, successors, or assigns, and have 
been held in suspense by the corporation or were paid or delivered 
by it into an escrow account or to a trustee or custodian, shall be 
payable by the corporation, escrow agent, trustee, or custodian to 
the holder of the shares as of the record date determined for that 
distribution as provided in Section B of this Article, or to his 
heirs, successors, or assigns.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1987, 70th Leg., ch. 93, Sec. 12, eff. Aug. 31, 1987;  Acts 
1989, 71st Leg., ch. 801, Sec. 11, eff. Aug. 28, 1989;  Acts 1991, 
72nd Leg., ch. 901, Sec. 7, eff. Aug. 26, 1991.

Last modified: August 10, 2007