Court Opinions

State Laws

US Code

US Constitution

Texas Business Organizations Code - Section 22.220. Action Without Meeting Of Directors Or Committee

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 22.220. Action Without Meeting Of Directors Or Committee

§ 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR 
COMMITTEE.  (a) The certificate of formation of a corporation may 
provide that an action required by this chapter to be taken at a 
meeting of the corporation's directors or an action that may be 
taken at a meeting of the directors or a committee may be taken 
without a meeting if a written consent, stating the action to be 
taken, is signed by the number of directors or committee members 
necessary to take that action at a meeting at which all of the 
directors or committee members are present and voting.  The consent 
must state the date of each director's or committee member's 
signature.
	(b)  A written consent signed by less than all of the 
directors or committee members is not effective to take the action 
that is the subject of the consent unless, not later than the 60th 
day after the date of the earliest dated consent delivered to the 
corporation in the manner required by this section, a consent or 
consents signed by the required number of directors or committee 
members are delivered to the corporation:
		(1)  at the registered office or principal place of 
business of the corporation;  or
		(2)  through the corporation's registered agent, 
transfer agent, registrar, or exchange agent or an officer or agent 
of the corporation having custody of the books in which proceedings 
of meetings of directors or committees are recorded.
	(c)  Delivery under Subsection (b) must be by hand or by 
certified or registered mail, return receipt requested.  Delivery 
to the corporation's principal place of business must be addressed 
to the president or principal executive officer of the corporation.
	(d)  Prompt notice of the taking of an action by directors or 
a committee without a meeting by less than unanimous written 
consent shall be given to each director or committee member who did 
not consent in writing to the action.

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

Last modified: August 11, 2007