Texas Finance Code - Section 32.008. Application Of General Corporate Law
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§ 32.008. APPLICATION OF GENERAL CORPORATE LAW. (a) The
Texas Business Corporation Act and the Texas Miscellaneous
Corporation Laws Act (Article 1302-1.01 et seq., Vernon's Texas
Civil Statutes) apply to a banking association, and the Texas
Limited Liability Company Act (Article 1528n, Vernon's Texas Civil
Statutes) applies to a limited banking association, to the extent
not inconsistent with this subtitle or the proper business of a
state bank, except that:
(1) a reference in those Acts to the secretary of state
means the banking commissioner unless the context requires
otherwise; and
(2) the right of shareholders or participants to
cumulative voting in the election of directors or managers exists
only if granted by the bank's articles of association.
(b) The finance commission may adopt rules to limit or
refine the applicability of the laws listed by Subsection (a) to a
state bank or to alter or supplement the procedures and
requirements of those laws applicable to an action taken under this
chapter.
(c) Unless expressly authorized by this subtitle or a rule
adopted under this subtitle, a state bank may not take an action
authorized by a law listed by Subsection (a) regarding its
corporate status, its capital structure, or a matter of corporate
governance, of the type for which those laws would require a filing
with the secretary of state if the bank were a business corporation,
without submitting the filing to the banking commissioner and
obtaining the banking commissioner's prior written approval of the
action.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 528, § 6, eff. Sept. 1, 2001.
Section: 32.001 32.002 32.003 32.004 32.005 32.006 32.007 32.008 32.009 32.010 32.011 32.101 32.102 32.103 32.104
Last modified: August 10, 2007
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