2005 Texas Business Organizations Code CHAPTER 6. MEETINGS AND VOTING

BUSINESS ORGANIZATION CODE

CHAPTER 6. MEETINGS AND VOTING

SUBCHAPTER A. MEETINGS


	§ 6.001. LOCATION OF MEETINGS.  (a) Meetings of the 
owners or members of a domestic entity may be held at locations in 
or outside the state as:
		(1)  provided by or fixed in accordance with the 
governing documents of the domestic entity;  or
		(2)  agreed to by all persons entitled to notice of the 
meeting.            
	(b)  If the location of meetings of the owners or members of 
the entity is not established under Subsection (a), the owners or 
members may hold meetings only at the registered office of the 
entity in this state or the principal office of the entity.
	(c)  The governing persons of a domestic entity, or a 
committee of the governing persons, may hold meetings in or outside 
the state as:
		(1)  provided by or fixed in accordance with:                                 
			(A)  the governing documents of the domestic 
entity;  or                   
			(B)  the person calling the meeting;  or                                     
		(2)  agreed to by all persons entitled to notice of the 
meeting.            

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


	§ 6.002. ALTERNATIVE FORMS OF MEETINGS.  (a) Subject to 
this code and the governing documents of a domestic entity, the 
owners, members, or governing persons of the entity, or a committee 
of the owners, members, or governing persons, may hold meetings by 
using a conference telephone or similar communications equipment, 
or another suitable electronic communications system, including 
videoconferencing technology or the Internet, or any combination, 
if the telephone or other equipment or system permits each person 
participating in the meeting to communicate with all other persons 
participating in the meeting.
	(b)  If voting is to take place at the meeting, the entity 
must:             
		(1)  implement reasonable measures to verify that every 
person voting at the meeting by means of remote communications is 
sufficiently identified;  and
		(2)  keep a record of any vote or other action taken.                         

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


	§ 6.003. PARTICIPATION CONSTITUTES PRESENCE.  A person 
participating in a meeting is considered present at the meeting, 
unless the participation is for the express purpose of objecting to 
the transaction of business at the meeting on the ground that the 
meeting has not been lawfully called or convened.

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

SUBCHAPTER B. NOTICE OF MEETINGS


	§ 6.051. GENERAL NOTICE REQUIREMENTS.  (a) Subject to 
this code and the governing documents of the entity, notice of a 
meeting of the owners, members, or governing persons of a domestic 
entity, or a committee of the owners, members, or governing 
persons, must:
		(1)  be given in the manner determined by the governing 
authority of the entity;  and
		(2)  state the date and time of the meeting and:                              
			(A)  if the meeting is not held solely by using a 
conference telephone or other communications system authorized by 
Section 6.002, the location of the meeting;  or
			(B)  if the meeting is held solely or in part by 
using a conference telephone or other communications system 
authorized by Section 6.002, the form of communications system to 
be used for the meeting and the means of accessing the 
communications system.
	(b)  Subject to this code and the governing documents of a 
domestic entity, notice of a meeting that is:
		(1)  mailed is considered to be delivered on the date 
notice is deposited in the United States mail with postage paid in 
an envelope addressed to the person at the person's address as it 
appears on the ownership or membership records of the entity;  and
		(2)  transmitted by facsimile or electronic message is 
considered to be delivered when the facsimile or electronic message 
is successfully transmitted.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 16, eff. Jan. 1, 2006.


	§ 6.052. WAIVER OF NOTICE.  (a) Notice of a meeting is not 
required to be given to an owner, member, or governing person of a 
domestic entity, or a member of a committee of the owners, members, 
or governing persons, entitled to notice under this code or the 
governing documents of the entity if the person entitled to notice 
signs a written waiver of notice of the meeting, regardless of 
whether the waiver is signed before or after the time of the 
meeting.
	(b)  If a person entitled to notice of a meeting participates 
in or attends the meeting, the person's participation or attendance 
constitutes a waiver of notice of the meeting unless the person 
participates in or attends the meeting solely to object to the 
transaction of business at the meeting on the ground that the 
meeting was not lawfully called or convened.
	(c)  Unless required by the certificate of formation or the 
governing documents, the business to be transacted at a meeting of 
the owners, members, or governing persons of a domestic entity, or 
the members of a committee of the governing persons, or the purpose 
of such a meeting, is not required to be specified in a written 
waiver of notice of the meeting.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 17, eff. Jan. 1, 2006.


	§ 6.053. EXCEPTION.  (a) Notice of a meeting is not 
required to be given to an owner or member of a filing entity 
entitled to notice under this code or the governing documents of the 
entity if either of the following is mailed to the person entitled 
to notice of the meeting to the person's address as it appears on 
the ownership or membership transfer records of the entity and is 
returned undeliverable:
		(1)  notice of two consecutive annual meetings and 
notice of any meeting held during the period between the two annual 
meetings;  or
		(2)  all, but in no event less than two, payments of 
distribution or interest on securities during a 12-month period if 
the payments are sent by first class mail.
	(b)  Notice of a meeting is not required to be given to an 
owner or member entitled to notice under this code or the governing 
documents of a filing entity the notice requirements of which are 
subject to the Securities Exchange Act of 1934, as amended (15 
U.S.C. Section 78a et seq.), if the person entitled to notice of the 
meeting is considered a lost security holder under that Act and the 
regulations adopted under that Act.
	(c)  An action taken or a meeting held without giving notice 
to a person not entitled to notice under this section has the same 
force and effect as if notice had been given to the person.
	(d)  A certificate or other document filed with the secretary 
of state as a result of a meeting held or an action taken by a filing 
entity without giving notice of the meeting or action to a person 
not entitled to notice under this section may state that notice of 
the meeting or action was given to each person entitled to notice.
	(e)  Notice of a meeting must be given to a person not 
entitled to notice of the meeting under this section if the person 
delivers to the entity a written notice of the person's address.

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

SUBCHAPTER C. RECORD DATES


	§ 6.101. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN 
CONSENT TO ACTION.  (a) Subject to this code, the governing 
documents of a domestic entity may provide the record date, or the 
manner of determining the record date, for:
		(1)  determining the owners or members of the entity 
entitled to:           
			(A)  receive notice of a meeting of the owners or 
members;                 
			(B)  vote at a meeting of the owners or members or 
at any adjournment of a meeting;  or
			(C)  receive a distribution from the entity other 
than a distribution involving a purchase or redemption by the 
entity of the entity's own securities;  or
		(2)  any other proper purpose other than for 
determining the owners or members entitled to consent to action 
without a meeting of the owners or members.
	(b)  Subject to this code and the governing documents of a 
domestic entity, the governing authority of the entity, in advance, 
may provide a record date for determining the owners or members of 
the entity, except that the date may not be earlier than the 60th 
day before the date the action requiring the determination of 
owners or members is taken.
	(c)  Subject to this code and the governing documents of a 
domestic entity, the governing authority of the entity may provide 
for the closing of the ownership or membership transfer records of 
the entity for a period of not longer than 60 days to determine the 
owners or members of the entity for a purpose described by 
Subsection (a).
	(d)  If the owners or members of an entity are not otherwise 
determined under this section, the record date for determining the 
owners or members of an entity is the date on which:
		(1)  notice of the meeting is mailed to the owners or 
members entitled to notice of the meeting;  or
		(2)  with respect to a distribution, other than a 
distribution involving a purchase or redemption by the domestic 
entity of any of its own securities, the governing authority adopts 
the resolution declaring the distribution.
	(e)  The record date for a meeting applies to any adjournment 
of the meeting unless:
		(1)  the owners or members entitled to vote are 
determined under Subsection (c);  and
		(2)  the period during which the transfer records are 
closed expires.       

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


	§ 6.102. RECORD DATE FOR WRITTEN CONSENT TO ACTION.  (a) 
Subject to this code and the governing documents of an entity, the 
governing authority of the entity may provide the record date for 
determining the owners or members of the entity entitled to written 
consent to action without a meeting of the owners or members unless 
a record date is provided under Section 6.101 for that action.  The 
record date may not be earlier than the date the governing authority 
adopts the resolution providing for the record date.
	(b)  Subject to this code and the governing documents of an 
entity, the record date for determining the owners or members of the 
entity entitled to written consent to action without a meeting of 
the owners or members is the date a signed written consent to action 
stating the action taken or proposed to be taken is first delivered 
to the entity if:
		(1)  the governing authority of the entity does not 
provide a record date under Subsection (a);  and
		(2)  prior action by the governing authority is not 
required under this code.
	(c)  Subject to this code or the governing documents of an 
entity, the record date for determining the owners or members of the 
entity entitled to written consent to action without a meeting of 
the owners or members is at the close of business on the date the 
governing authority of the entity adopts a resolution taking prior 
action if:
		(1)  the governing authority does not provide a record 
date under Subsection (a);  and
		(2)  prior action by the governing authority is 
required by this code.      

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


	§ 6.103. RECORD DATE FOR SUSPENDED DISTRIBUTIONS.  (a) In 
this section, "distribution" includes a distribution that:
		(1)  was payable to an owner or member but not paid and 
was held in suspension by the entity making the distribution;  or
		(2)  is paid or delivered by the entity making the 
distribution into an escrow account or to a trustee or custodian.
	(b)  A distribution made by a domestic entity shall be 
payable by the entity, or an escrow agent, trustee, or custodian of 
the distribution, to the owner or member determined on the record 
date for the distribution as provided by this subchapter.
	(c)  The right to a distribution under this section may be 
transferred by contract, by operation of law, or under the laws of 
descent and distribution.

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

SUBCHAPTER D. VOTING OF OWNERSHIP INTERESTS


	§ 6.151. MANNER OF VOTING OF INTERESTS.  Subject to the 
title governing the domestic entity, voting of interests of a 
domestic entity must be conducted in the manner provided by the 
governing documents of the entity.

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


	§ 6.152. VOTING OF INTERESTS OWNED BY ENTITY.  (a) Except 
as provided by Subsection (b), an ownership interest owned by the 
entity that is the issuer of the interest, or by its direct or 
indirect subsidiary, may not be:
		(1)  directly or indirectly voted at a meeting;  or                           
		(2)  included in determining at any time the total 
number of outstanding ownership interests of the entity.
	(b)  This section does not preclude a domestic or foreign 
entity from voting an ownership interest, including an interest in 
the entity, held or controlled by the entity in a fiduciary capacity 
or for which the entity otherwise exercises voting power in a 
fiduciary capacity.

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


	§ 6.153. VOTING OF INTERESTS OWNED BY ANOTHER ENTITY.  An 
ownership interest in an entity owned by another entity, whether a 
domestic or foreign entity, may be voted by the officer, agent, or 
proxy as authorized by:
		(1)  the governing documents of the entity that owns 
the interest;  or      
		(2)  the governing authority of the entity that owns 
the interest, if the governing documents do not provide for the 
manner of voting.

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


	§ 6.154. VOTING OF INTERESTS IN AN ESTATE OR TRUST.  (a) 
An administrator, executor, guardian, or conservator of an estate 
who holds an ownership interest as part of the estate may vote the 
interest without transferring the interest into the person's name.
	(b)  An ownership interest in the name of a trust may be voted 
in person or by proxy by:
		(1)  the trustee;  or                                                         
		(2)  a person authorized to act on behalf of the trust 
by the trust agreement or the trustee.

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


	§ 6.155. VOTING OF INTERESTS BY RECEIVER.  (a) A receiver 
may vote an ownership interest standing in the name of the receiver.
	(b)  A receiver may vote an ownership interest held by or 
under the control of the receiver without transferring the interest 
into the receiver's name if the court appointing the receiver 
authorizes the receiver to vote the interest.

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


	§ 6.156. VOTING OF PLEDGED INTERESTS.  A pledged 
ownership interest may be voted by:
		(1)  the owner of the pledged interest until the 
interest is transferred into the pledgee's name;  and
		(2)  the pledgee after the pledged interest is 
transferred into the pledgee's name.

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

SUBCHAPTER E. ACTION BY WRITTEN CONSENT


	§ 6.201. UNANIMOUS WRITTEN CONSENT TO ACTION.  (a) This 
section applies to any action required or authorized to be taken 
under this code or the governing documents of a filing entity at an 
annual or special meeting of the owners or members of the entity or 
at a regular, special, or other meeting of the governing authority 
of the entity or a committee of the governing authority.
	(b)  The owners or members or the governing authority of a 
filing entity, or a committee of the governing authority, may take 
action without holding a meeting, providing notice, or taking a 
vote if each person entitled to vote on the action signs a written 
consent or consents stating the action taken.
	(c)  A written consent described by Subsection (b) has the 
same effect as a unanimous vote at a meeting.
	(d)  A filing instrument filed with the filing officer may 
state that an action approved by written consent or consents has the 
effect of an approval by a unanimous vote at a meeting.

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


	§ 6.202. ACTION BY LESS THAN UNANIMOUS WRITTEN 
CONSENT.  (a) This section applies to any action required or 
authorized to be taken under this code or the governing documents of 
a filing entity at an annual or special meeting of the owners or 
members of the entity.
	(b)  Except as provided by this code, the certificate of 
formation of a filing entity may authorize the owners or members of 
the entity to take action without holding a meeting, providing 
notice, or taking a vote if owners or members of the entity having 
at least the minimum number of votes that would be necessary to take 
the action that is the subject of the consent at a meeting, in which 
each owner or member entitled to vote on the action is present and 
votes, sign a written consent or consents stating the action taken.
	(c)  A written consent or consents described by Subsection 
(b) must include the date each owner or member signed the consent 
and is effective to take the action that is the subject of the 
consent only if the consent or consents are delivered to the entity 
not later than the 60th day after the date the earliest dated 
consent is delivered to the entity as required by Section 6.203.
	(d)  The entity shall promptly notify each owner or member 
who did not sign a consent described by Subsection (b) of the action 
that is the subject of the consent.

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


	§ 6.203. DELIVERY OF LESS THAN UNANIMOUS WRITTEN 
CONSENT.  (a) A written consent signed by an owner or member of a 
filing entity as provided by Section 6.202, if the consent is not 
solicited on behalf of the entity or its governing authority, must 
be delivered by hand or certified or registered mail, return 
receipt requested, or by other means specified in the governing 
documents, to:
		(1)  the entity's registered office or principal 
executive office or place of business;  or
		(2)  the managerial official or agent of the entity 
having custody of the entity's records of meetings of owners or 
members.
	(b)  A consent delivered to an entity's principal executive 
office or place of business under Subsection (a)(1) must be 
addressed to the chief managerial official of the entity or, if the 
entity does not have a chief managerial official, the governing 
authority of the entity.

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


	§ 6.204. ADVANCE NOTICE NOT REQUIRED.  Advance notice is 
not required to be given to take an action by written consent as 
provided by this subchapter.

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


	§ 6.205. REPRODUCTION OF CONSENT.  Any photographic, 
photostatic, facsimile, or similarly reliable reproduction of a 
consent in writing signed by an owner, member, or governing person 
of a filing entity may be substituted or used instead of the 
original writing for any purpose for which the original writing 
could be used, if the reproduction is a complete reproduction of the 
entire original writing.

Added by Acts 2005, 79th Leg., ch. 64, § 18, eff. Jan. 1, 2006.            

SUBCHAPTER F. VOTING TRUSTS AND VOTING AGREEMENTS


	§ 6.251. VOTING TRUSTS.  (a) Except as provided by this 
code or the governing documents, any number of owners of an entity 
may enter into a written voting trust agreement to confer on a 
trustee the right to vote or otherwise represent ownership or 
membership interests of the entity.
	(b)  An ownership or membership interest that is the subject 
of a voting trust agreement described by Subsection (a) shall be 
transferred to the trustee named in the agreement for purposes of 
the agreement.
	(c)  A copy of a voting trust agreement described by 
Subsection (a) shall be deposited with the entity at the entity's 
principal executive office or registered office and is subject to 
examination by:
		(1)  an owner, whether in person or by the owner's agent 
or attorney, in the same manner as the owner is entitled to examine 
the books and records of the entity;  and
		(2)  a holder of a beneficial interest in the voting 
trust, whether in person or by the holder's agent or attorney, at 
any reasonable time for any proper purpose.

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


	§ 6.252. VOTING AGREEMENTS.  (a) Except as provided by 
this code or the governing documents, any number of owners of an 
entity, or any number of owners of the entity and the entity itself, 
may enter into a written voting agreement to provide the manner of 
voting of the ownership interests of the entity.  A voting agreement 
entered into under this subsection is not part of the governing 
documents of the entity.
	(b)  A copy of a voting agreement entered into under 
Subsection (a):         
		(1)  shall be deposited with the entity at the entity's 
principal executive office or registered office;  and
		(2)  is subject to examination by an owner, whether in 
person or by the owner's agent or attorney, in the same manner as 
the owner is entitled to examine the books and records of the 
entity.
	(c)  A voting agreement entered into under Subsection (a) is 
specifically enforceable against the holder of an ownership 
interest that is the subject of the agreement, and any successor or 
transferee of the holder, if:
		(1)  the voting agreement is noted conspicuously on the 
certificate representing the ownership interests;  or
		(2)  a notation of the voting agreement is contained in 
a notice sent by or on behalf of the entity, if the ownership 
interest is not represented by a certificate.
	(d)  Except as provided by Subsection (e), a voting agreement 
entered into under Subsection (a) is specifically enforceable 
against any person, other than a transferee for value, after the 
time the person acquires actual knowledge of the existence of the 
agreement.
	(e)  An otherwise enforceable voting agreement entered into 
under Subsection (a) is not enforceable against a transferee for 
value without actual knowledge of the existence of the agreement at 
the time of the transfer, or any subsequent transferee, without 
regard to value, if the voting agreement is not noted as required by 
Subsection (c).
	(f)  Section 6.251 does not apply to a voting agreement 
entered into under Subsection (a).

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

SUBCHAPTER G. APPLICABILITY OF CHAPTER


	§ 6.301. APPLICABILITY OF CHAPTER TO PARTNERSHIPS.  This 
chapter does not apply to a general partnership or a limited 
partnership except to the extent its governing documents specify.

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


	§ 6.302. APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED 
LIABILITY COMPANIES.  Subchapters C and D do not apply to a limited 
liability company except to the extent its governing documents 
specify.

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