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Texas Business Organizations Code - Section 22.164. Vote Required To Approve Fundamental Action

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 22.164. Vote Required To Approve Fundamental Action

§ 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL 
ACTION.  (a) In this section, "fundamental action" means:
		(1)  an amendment of a certificate of formation;                              
		(2)  a voluntary winding up under Chapter 11;                                 
		(3)  a revocation of a voluntary decision to wind up 
under Section 11.151;  
		(4)  a cancellation of an event requiring winding up 
under Section 11.152;  
		(5)  a reinstatement under Section 11.202;                                    
		(6)  a distribution plan under Section 22.305;                                
		(7)  a plan of merger under Subchapter F;                                     
		(8)  a sale of all or substantially all of the assets of 
a corporation under Subchapter F;
		(9)  a plan of conversion under Subchapter F;  or                             
		(10)  a plan of exchange under Subchapter F.                                  
	(b)  Except as otherwise provided by Subsection (c) or the 
certificate of formation in accordance with Section 22.162, the 
vote required for approval of a fundamental action is:
		(1)  at least two-thirds of the votes that members 
present in person or by proxy are entitled to cast at the meeting at 
which the action is submitted for a vote, if the corporation has 
members with voting rights;
		(2)  at least two-thirds of the votes of members 
present at the meeting at which the action is submitted for a vote, 
if the management of the affairs of the corporation is vested in the 
corporation's members under Section 22.202;  or
		(3)  the affirmative vote of the majority of the 
directors in office, if the corporation has no members or has no 
members with voting rights.
	(c)  If any class of members is entitled to vote on the 
fundamental action as a class by the terms of the certificate of 
formation or the bylaws, the vote required for the approval of the 
fundamental action is the vote required by Subsection (b)(1) and at 
least two-thirds of the votes that the members of each class in 
person or by proxy are entitled to cast at the meeting at which the 
action is submitted for a vote.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007