Texas Business Organizations Code Title 6, Chapter 251 - Cooperative Associations

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 251.001 - Definitions
  In this chapter: (1) "Cooperative basis" means that net savings, after payment of any investment dividends or after provision for separate funds has been made...
• Texas Section 251.002 - Applicability Of Nonprofit Corporation Provisions
  (a) A provision of Title 1 and Chapters 20 and 22 governing nonprofit corporations applies to a cooperative association. (b) Notwithstanding Subsection (a), this chapter...

SUBCHAPTER B FORMATION AND GOVERNING DOCUMENTS

• Texas Section 251.003 - Exemption
  This chapter does not apply to a corporation or association organized on a cooperative basis under a statute of this state other than this chapter...
• Texas Section 251.051 - Organization Meeting
  After a cooperative association's certificate of formation is filed, the cooperative association shall hold an organization meeting in accordance with Section 22.104. Acts 2003, 78th...
• Texas Section 251.052 - Amendment Of Certificate Of Formation
  (a) The board of directors of a cooperative association may propose an amendment to the cooperative association's certificate of formation by a two-thirds vote of...
• Texas Section 251.053 - Bylaws
  (a) Unless the certificate of formation or bylaws of a cooperative association require a greater majority, the bylaws may be adopted, amended, or repealed by...

SUBCHAPTER C MANAGEMENT

• Texas Section 251.054 - Restated Certificate Of Formation
  (a) The board of directors of a cooperative association may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following...
• Texas Section 251.101 - Board Of Directors
  (a) Except as provided by Subsections (b) and (c), a cooperative association is managed by a board of directors in accordance with Chapter 22. (b)...
• Texas Section 251.102 - Officers
  (a) The directors of a cooperative association shall annually elect, unless otherwise provided by the bylaws, the following officers for the cooperative association: (1) a...
• Texas Section 251.103 - Removal Of Directors And Officers
  (a) A director or officer of a cooperative association may be removed from office in the manner provided by the certificate of formation or bylaws...

SUBCHAPTER D MEMBERSHIP

• Texas Section 251.104 - Referendum
  (a) The certificate of formation or bylaws of a cooperative association may provide for a referendum on any action undertaken by the cooperative association's board...
• Texas Section 251.151 - Eligibility And Admission
  A person, an unincorporated group or other person organized on a cooperative basis, or a nonprofit group may be admitted to membership in a cooperative...
• Texas Section 251.152 - Expulsion
  (a) A member of a cooperative association may be expelled by the vote of a majority of the cooperative association's members voting at a regular...
• Texas Section 251.153 - Subscribers
  (a) A person is a subscriber of a cooperative association only if the person is: (1) eligible for membership in the cooperative association under Section...

SUBCHAPTER E SHARES

• Texas Section 251.154 - Liability
  (a) Except as provided by Subsection (b), a member or subscriber of a cooperative association is not jointly or severally liable for a debt of...
• Texas Section 251.201 - Share And Membership Certificates: Issuance And Contents
  (a) A cooperative association may not issue a certificate for membership capital or for invested capital until any par value of the certificate has been...
• Texas Section 251.202 - Transfer Of Shares And Membership; Withdrawal
  (a) A member who decides to withdraw from a cooperative association shall make a written offer to sell the member's membership certificates to the cooperative...
• Texas Section 251.203 - Share And Membership Certificates; Recall
  (a) The bylaws of a cooperative association may authorize the cooperative association's board of directors to recall during a specified time and in accordance with...

SUBCHAPTER F MEETINGS AND VOTING

• Texas Section 251.204 - Certificates; Attachment
  The minimum amount necessary for membership in a cooperative association, not to exceed $50, is exempt from attachment, execution, or garnishment for the debts of...
• Texas Section 251.251 - Meetings
  (a) Regular meetings of members of a cooperative association shall be held at least once a year as prescribed by the cooperative association's bylaws. (b)...
• Texas Section 251.252 - Notice Of Special Meeting
  The notice of a special meeting of the members of a cooperative association shall state the purpose of the meeting. Acts 2003, 78th Leg., ch....
• Texas Section 251.253 - Meetings By Units Of Membership
  (a) The certificate of formation or bylaws of a cooperative association may provide for the holding of meetings by units of the membership of the...
• Texas Section 251.254 - One Member--one Vote
  (a) Except as provided by Subsection (b), a member of a cooperative association has one vote. (b) If a cooperative association includes among its membership...
• Texas Section 251.255 - No Proxy
  A member is not entitled to vote by proxy. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
• Texas Section 251.256 - Voting By Mail
  (a) The certificate of formation or bylaws of a cooperative association may contain the procedures in Subsection (b) or (c), or both, for voting by...

SUBCHAPTER G CAPITAL AND NET SAVINGS

• Texas Section 251.257 - Voting By Mail Or By Delegates
  (a) If a cooperative association has provided for voting by mail or by delegates, a provision of this chapter referring to votes cast by members...
• Texas Section 251.301 - Limitations On Return On Capital
  (a) Except as otherwise provided by the cooperative association's bylaws, an investment dividend of a cooperative association may not be cumulative and may not exceed...

SUBCHAPTER H REPORTS AND RECORDS

• Texas Section 251.302 - Allocation And Distribution Of Net Savings
  (a) At least once each year the members or directors of a cooperative association, as provided by the certificate of formation or bylaws of the...
• Texas Section 251.351 - Recordkeeping
  A cooperative association shall keep books and records relating to the cooperative association's business operation in accordance with standard accounting practices. Acts 2003, 78th Leg.,...
• Texas Section 251.352 - Reports To Members
  (a) A cooperative association shall submit a written report to its members at the annual meeting of the cooperative association. The annual report must contain:...
• Texas Section 251.353 - Annual Report Of Financial Condition
  (a) This section applies only to a cooperative association that has at least 100 members or at least $20,000 in annual business. (b) Not later...

SUBCHAPTER I WINDING UP AND TERMINATION

• Texas Section 251.354 - Failure To File Report
  (a) If a cooperative association required by Section 251.353 to file a copy of a report with the secretary of state does not file the...
• Texas Section 251.401 - Voluntary Winding Up And Termination
  (a) A cooperative association may wind up and terminate its affairs in accordance with Chapter 11 and Sections 22.301-22.303. (b) If a cooperative association is...
• Texas Section 251.402 - Execution Of Certificate Of Termination
  An officer of a cooperative association or one or more of the persons designated as a liquidating trustee under Section 251.401 shall execute the certificate...
• Texas Section 251.403 - Distribution Of Assets
  Subject to Sections 11.052 and 11.053(a), the trustees designated under Section 251.401 shall distribute the cooperative association's assets in the following order: (1) by returning...

SUBCHAPTER J MISCELLANEOUS PROVISIONS

• Texas Section 251.404 - Involuntary Termination
  A suit for involuntary termination of a cooperative association organized under this chapter may be instituted for the causes and prosecuted in the manner provided...
• Texas Section 251.451 - Exemption From Taxes
  A cooperative association organized under this chapter is exempt from the franchise tax and license fees imposed by the state or a political subdivision of...
• Texas Section 251.452 - Use Of Name "Cooperative
  Sec. 251.452. USE OF NAME "COOPERATIVE." (a) Only a cooperative association governed by this chapter, a group organized on a cooperative basis under another law...

Last modified: September 28, 2016