Texas Business Organizations Code - Section 6.101. Record Date For Purpose Other Than Written Consent To Action
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§ 6.101. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN
CONSENT TO ACTION. (a) Subject to this code, the governing
documents of a domestic entity may provide the record date, or the
manner of determining the record date, for:
(1) determining the owners or members of the entity
entitled to:
(A) receive notice of a meeting of the owners or
members;
(B) vote at a meeting of the owners or members or
at any adjournment of a meeting; or
(C) receive a distribution from the entity other
than a distribution involving a purchase or redemption by the
entity of the entity's own securities; or
(2) any other proper purpose other than for
determining the owners or members entitled to consent to action
without a meeting of the owners or members.
(b) Subject to this code and the governing documents of a
domestic entity, the governing authority of the entity, in advance,
may provide a record date for determining the owners or members of
the entity, except that the date may not be earlier than the 60th
day before the date the action requiring the determination of
owners or members is taken.
(c) Subject to this code and the governing documents of a
domestic entity, the governing authority of the entity may provide
for the closing of the ownership or membership transfer records of
the entity for a period of not longer than 60 days to determine the
owners or members of the entity for a purpose described by
Subsection (a).
(d) If the owners or members of an entity are not otherwise
determined under this section, the record date for determining the
owners or members of an entity is the date on which:
(1) notice of the meeting is mailed to the owners or
members entitled to notice of the meeting; or
(2) with respect to a distribution, other than a
distribution involving a purchase or redemption by the domestic
entity of any of its own securities, the governing authority adopts
the resolution declaring the distribution.
(e) The record date for a meeting applies to any adjournment
of the meeting unless:
(1) the owners or members entitled to vote are
determined under Subsection (c); and
(2) the period during which the transfer records are
closed expires.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 5.257 6.001 6.002 6.003 6.051 6.052 6.053 6.101 6.102 6.103 6.151 6.152 6.153 6.154 6.155
Last modified: August 11, 2007
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