Texas Business Organizations Code - Section 21.155. Series Of Shares Established By Board Of Directors
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§ 21.155. SERIES OF SHARES ESTABLISHED BY BOARD OF
DIRECTORS. (a) If expressly authorized by the corporation's
certificate of formation and subject to the certificate of
formation, the board of directors of a corporation may establish
series of unissued shares of any class by setting and determining
the designations, preferences, limitations, and relative rights,
including voting rights, of the shares of the series to be
established to the same extent that the designations, preferences,
limitations, or relative rights could be stated if fully specified
in the certificate of formation.
(b) To establish a series if authorized by the certificate
of formation, the board of directors must adopt a resolution
specifying the designations, preferences, limitations, and
relative rights, including voting rights, of the series to be
established or specifying any designation, preference, limitation,
or relative right that is not set and determined by the certificate
of formation.
(c) If the certificate of formation does not expressly
restrict the board of directors from increasing or decreasing the
number of unissued shares of a series to be established under
Subsection (a), the board of directors may increase or decrease the
number of shares in each series to be established, except that the
board of directors may not decrease the number of shares in a
particular series to a number that is less than the number of shares
in that series that are issued at the time of the decrease.
(d) To increase or decrease the number of shares of a series
under Subsection (c), the board of directors must adopt a
resolution setting and determining the new number of shares of each
series in which the number of shares is increased or decreased. If
the number of shares of a series is decreased, the shares by which
the series is decreased will resume the status of authorized but
unissued shares of the class of shares from which the series was
established, unless otherwise provided by the certificate of
formation or the terms of the class or series.
(e) If no shares of a series established by board resolution
under Subsection (b) are outstanding because no shares of that
series have been issued or no issued shares of that series remain
outstanding, the board of directors by resolution may delete the
series from the certificate of formation and delete any reference
to the series contained in the certificate of formation. Unless
otherwise provided by the certificate of formation, the shares of
any series deleted from the certificate of formation under this
section shall resume the status of authorized but unissued shares
of the class of shares from which the series was established.
(f) If no shares of a series established by resolution of
the board of directors under Subsection (b) are outstanding because
no shares of that series have been issued, the board of directors
may amend the designations, preferences, limitations, and relative
rights, including voting rights, of the series or amend any
designation, preference, limitation, or relative right that is not
set and determined by the certificate of formation.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 21.107 21.108 21.109 21.151 21.152 21.153 21.154 21.155 21.156 21.157 21.158 21.159 21.160 21.161 21.162
Last modified: August 11, 2007
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