Texas Business Organizations Code - Section 200.004. Ultra Vires Acts
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§ 200.004. ULTRA VIRES ACTS. (a) Lack of capacity of a
real estate investment trust may not be the basis of any claim or
defense at law or in equity.
(b) An act of a real estate investment trust or a transfer of
property by or to a real estate investment trust is not invalid
because the act or transfer was:
(1) beyond the scope of the purpose or purposes of the
real estate investment trust as expressed in the real estate
investment trust's certificate of formation; or
(2) inconsistent with a limitation on the authority of
an officer or trust manager to exercise a statutory power of the
real estate investment trust, as that limitation is expressed in
the real estate investment trust's certificate of formation.
(c) The fact that an act or transfer is beyond the scope of
the expressed purpose or purposes of the real estate investment
trust or is inconsistent with an expressed limitation on the
authority of an officer or trust manager may be asserted in a
proceeding:
(1) by a shareholder against the real estate
investment trust to enjoin the performance of an act or the transfer
of property by or to the real estate investment trust; or
(2) by the real estate investment trust, acting
directly or through a receiver, trustee, or other legal
representative, or through shareholders in a representative suit,
against an officer or trust manager or former officer or trust
manager of the real estate investment trust for exceeding that
person's authority.
(d) If the unauthorized act or transfer sought to be
enjoined under Subsection (c)(1) is being or is to be performed or
made under a contract to which the real estate investment trust is a
party and if each party to the contract is a party to the
proceeding, the court may set aside and enjoin the performance of
the contract. The court may award to the real estate investment
trust or to another party to the contract, as appropriate,
compensation for loss or damage resulting from the action of the
court in setting aside and enjoining the performance of the
contract, excluding loss of anticipated profits.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 154.103 154.201 154.202 154.203 200.001 200.002 200.003 200.004 200.005 200.006 200.051 200.052 200.053 200.054 200.055
Last modified: August 11, 2007
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