Texas Business Organizations Code

§ 21.728 — MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS AND OTHERS

BO § 21.728Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. O. CLOSE CORPORATION

Statute text

(a)An action that shall or may be taken by the board of directors of an ordinary corporation as required or authorized by this chapter shall or may be taken by action of the shareholders of a close corporation described by Section 21.725 at a meeting of the shareholders or, in the manner permitted by a shareholders' agreement, this subchapter, or this chapter, without a meeting.

(b)Unless otherwise provided by the certificate of formation of the close corporation or a shareholders' agreement of the close corporation, an action is binding on a close corporation if the action is taken after:

(1)the affirmative vote of the holders of the majority of all outstanding shares entitled to vote on the action; or

(2)the consent of all of the shareholders of the close corporation, which may be proven by:

(A)the full knowledge of the action by all of the shareholders and the shareholders' failure to object to the action in a timely manner;

(B)written consent to the action in accordance with Section 6.201 or this chapter or any other writing executed by or on behalf of all of the shareholders reasonably evidencing the consent; or

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Legislative history

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.