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Texas Business Organizations Code - Chapter 22 Nonprofit CorporationsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 22 Nonprofit Corporations Sponsored LinksIn this chapter: (1) "Board of directors" means the group of persons vested with the management of the affairs of the corporation, regardless of the ... Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, ... A nonprofit corporation may be formed for any lawful purpose or purposes not expressly prohibited under this chapter or Chapter 2, including any purpose described ... (a) A charitable corporation may be formed to operate a dental health service corporation that manages and coordinates the relationship between a dentist who contracts ... A dividend may not be paid to, and no part of the income of a corporation may be distributed to, the corporation's members, directors, or ... A corporation may: (1) pay compensation in a reasonable amount to the members, directors, or officers of the corporation for services provided; (2) confer benefits ... (a) A corporation may lend money to or otherwise assist an employee or officer of the corporation, but not a director, if the loan or ... (a) Doctors of medicine and osteopathy licensed by the Texas State Board of Medical Examiners and podiatrists licensed by the Texas State Board of Podiatric ... A religious society, a charitable, benevolent, literary, or social association, or a church may incorporate as a corporation governed by this chapter with the consent ... (a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested ... (a) A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by ... (a) After the certificate of formation is filed, the board of directors named in the certificate of formation of a corporation shall hold an organization ... (a) Except as provided by Section 22.107(b), to amend the certificate of formation of a corporation with members having voting rights, the board of directors ... (a) To be approved, a proposed amendment to the certificate of formation of a corporation the management of the affairs of which is vested in ... (a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under Subsection (b), an ... Any number of amendments to the corporation's certificate of formation may be submitted to and voted on by a corporation's members at any one meeting ... (a) The board of directors of a corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the ... (a) A corporation may have one or more classes of members or may have no members. (b) If the corporation has one or more classes ... The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation. Acts 2003, 78th Leg., ch. 182, § ... (a) Except as provided by Subsection (b), a corporation shall hold an annual meeting of the members at a time that is stated in or ... (a) If the board of directors of a corporation fails to call the annual meeting of members at the designated time, a member of the ... A special meeting of the members of a corporation may be called by: (1) the president; (2) the board of directors; (3) members having not ... (a) A corporation other than a church shall provide written notice of the place, date, and time of a meeting of the members of the ... (a) A corporation may provide in the corporation's bylaws that notice of an annual or regular meeting is not required. (b) A corporation having more ... (a) After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its ... (a) Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to ... (a) Each member of a corporation, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, ... (a) A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as ... If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by ... (a) The record date for determining members of a corporation may be set as provided by Section 6.101. (b) If a record date is not ... (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 ... Except as provided by Section 22.202, the affairs of a corporation are managed by a board of directors. The board of directors may be designated ... (a) The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If ... A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of ... (a) If the corporation has a board of directors, a corporation may not have fewer than three directors. The number of directors shall be set ... If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the ... Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If the method ... (a) The board of directors of a religious, charitable, educational, or eleemosynary corporation may be affiliated with, elected, and controlled by an incorporated or unincorporated ... (a) Unless the director resigns or is removed, a director on the initial board of directors of a corporation holds office until the first annual ... Directors may be divided into classes. The terms of office of the several classes are not required to be uniform. Acts 2003, 78th Leg., ch. ... (a) The certificate of formation or bylaws of a corporation may provide that a person may be an ex officio member of the board of ... (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation. ... Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to ... (a) Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall ... (a) A quorum for the transaction of business by the board of directors of a corporation is the lesser of: (1) the majority of the ... The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present is the ... A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed ... (a) A proxy expires three months after the date the proxy is executed. (b) A proxy is revocable unless otherwise provided by the proxy or ... (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) ... (a) If authorized by the certificate of formation or bylaws of the corporation, the board of directors of a corporation, by resolution adopted by the ... (a) The board of directors of a corporation, by resolution adopted by the majority of the directors at a meeting at which a quorum is ... (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 ... (a) A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the ... A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power ... A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with ... (a) The board of directors of a corporation may: (1) contract with an advisor who is an investment counsel or a trust company, bank, investment ... (a) A corporation may not make a loan to a director. (b) The directors of a corporation who vote for or assent to the making ... (a) In addition to any other liability imposed by law on the directors of a corporation, the directors who vote for or assent to a ... (a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate ... A director is not liable under Section 22.226 or 22.227 if, in the exercise of ordinary care, the director acted in good faith and in ... A director against whom a claim is asserted under Section 22.226 or 22.227 and who is held liable on the claim is entitled to contribution ... (a) This section applies only to a contract or transaction between a corporation and: (1) one or more of the corporation's directors, officers, or members; ... (a) The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other ... (a) An officer of a corporation shall be elected or appointed at the time, in the manner, and for the terms prescribed by the certificate ... A corporation that is a church is not required to have officers as provided by this subchapter. The duties and responsibilities of the officers may ... An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and ... (a) An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the ... (a) A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section. (b) If ... (a) A corporation must approve the sale of all or substantially all of its assets by complying with this section. (b) If the corporation has ... (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d) ... (a) Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation: (1) the board of directors of a corporation may authorize ... A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members. Acts 2003, 78th Leg., ... (a) A domestic corporation must approve a conversion under Chapter 10 by complying with this section. (b) If the corporation has no members or has ... (a) A domestic corporation must approve an exchange under Chapter 10 by complying with this section. (b) If the corporation has no members or has ... A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event ... To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, ... (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that ... (a) After all liabilities and obligations of a corporation in the process of winding up are paid, satisfied, and discharged in accordance with Section 11.053, ... A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by ... (a) A corporation that was terminated by the expiration of the period of its duration may, during the three-year period following the date of termination, ... If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by: (1) the directors, if ... A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in ... (a) A corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, ... (a) A corporation shall keep records, books, and annual reports of the corporation's financial activity at the corporation's registered or principal office in this state ... (a) A corporation commits an offense if the corporation fails to maintain a financial record, prepare an annual report, or make the record or report ... Sections 22.352, 22.353, and 22.354 do not apply to: (1) a corporation that solicits funds only from members of the corporation; (2) a corporation that ... (a) In this section, "state agency" means: (1) a board, commission, department, office, or other entity that is in the executive branch of state government ... (a) The secretary of state may require a domestic corporation or a foreign corporation registered to conduct affairs in this state to file a report ... (a) The secretary of state shall send written notice that the report required by Section 22.357 is due. The notice must be: (1) addressed to ... A copy of the report must be filed with the secretary of state in accordance with Chapter 4 not later than the 30th day after ... (a) A domestic or foreign corporation that fails to file a report under Sections 22.357 and 22.359 when the report is due forfeits the corporation's ... Notice of forfeiture under Section 22. 360 shall be mailed to the corporation's registered agent at the registered office or to the corporation at: (1) ... (a) Unless the right of the corporation to conduct affairs in this state is revived under Section 22.363: (1) the corporation may not maintain an ... (a) A corporation may be relieved from a forfeiture under Section 22.360 by filing the required report, accompanied by the revival fee, not later than ... (a) The failure of a corporation that has forfeited its right to conduct affairs in this state to revive that right under Section 22.363 is ... (a) A corporation that is terminated or the registration of which has been revoked as provided by Section 22.364 may be relieved of the termination ... In this chapter, "church benefits board" means an organization described by Section 414(e)(3)(A), Internal Revenue Code, that: (1) has the principal purpose or function of ... When authorized by the corporation's members or as otherwise provided by law, a domestic or foreign nonprofit corporation formed for a religious purpose may provide, ... (a) A church benefits board may provide for: (1) the collection of contributions and other payments to assist in providing pensions and benefits under this ... A church benefits board may act as: (1) a trustee under a lawful trust committed to the board by contract, will, or otherwise; and (2) ... A church benefits board may provide to a program participant a certificate or agreement of participation, a debenture, or an indemnification agreement, as appropriate to ... A church benefits board, or an affiliate wholly owned by the board, may agree to indemnify against damage or risk of loss: (1) a minister, ... (a) Money or other benefits that have been or will be provided to a participant or a beneficiary under a plan or program provided by ... An assignment or transfer or an attempt to make an assignment or transfer by a beneficiary of money, benefits, or other rights under a plan ... The Insurance Code does not apply to a church benefits board or a program, plan, benefit, or activity of the board or a person affiliated ... Last modified: August 11, 2007 |