Texas Business Organizations Code

§ 3.106 — AUTHORIZATION OF PLANS, AGREEMENTS, INSTRUMENTS, AND OTHER DOCUMENTS

BO § 3.106Title 1. GENERAL PROVISIONS · Ch. 3. FORMATION AND GOVERNANCE · Art. C. GOVERNING PERSONS AND OFFICERS

Statute text

(a)If this code expressly requires the governing authority to approve or take other action with respect to any plan, agreement, instrument, or other document, the plan, agreement, instrument, or other document may be approved by the governing authority in final form or in substantially final form.

(b)If the governing authority has acted to approve or take other action with respect to a plan, agreement, instrument, or other document that is required by this code to be filed with the secretary of state or referenced in any certificate to be filed with the secretary of state, the governing authority may, at any time after acting to approve or taking that other action and before the effectiveness of the filing with the secretary of state, act to ratify the plan, agreement, instrument, or other document. That ratification is considered:

(1)to be effective as of the time of the original act to approve or the original taking of other action by the governing authority; and

(2)to satisfy any requirement under this code that the governing authority approve or take other action with respect to the plan, agreement, instrument, or other document in a specific manner or sequence.

Legislative history

Added by Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 9, eff. September 1, 2025.