Texas Business Organizations Code
§ 200.267 — ENFORCEABILITY OF PROXY
BO § 200.267Title 5. REAL ESTATE INVESTMENT TRUSTS · Ch. 200. REAL ESTATE INVESTMENT TRUSTS · Art. F. SHAREHOLDERS' MEETINGS; VOTING AND QUORUM
Statute text
View on source(a)An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if:
(1)the proxy is noted conspicuously on the certificate representing the shares subject to the proxy; or
(2)in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.
(b)An irrevocable proxy that is otherwise enforceable is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value, unless:
(1)the proxy is noted conspicuously on the certificate representing the shares subject to the proxy; or
(2)in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.
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Legislative history
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.