Texas Business Organizations Code 200.311 – Committees of Trust Managers
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(a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority of the trust managers, may designate:
(1) committees composed of one or more trust managers; or
(2) trust managers as alternate committee members to replace absent or disqualified committee members at a committee meeting, subject to any limitations imposed by the trust managers.
(b) To the extent provided by the resolution designating a committee or the certificate of formation or bylaws and subject to Subsection (c), the committee has the authority of the trust managers.
Terms Used In Texas Business Organizations Code 200.311
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Manager: means a person designated as a manager of a limited liability company that is not managed by members of the company. See Texas Business Organizations Code 1.002
- Merger: means :
(A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
(B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
(i) one or more surviving domestic entities or non-code organizations;
(ii) the creation of one or more new domestic entities or non-code organizations; or
(iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002 - Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
- Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
(c) A committee of the trust managers may not:
(1) amend the certificate of formation, except to classify or reclassify shares in accordance with Section 200.103 if authorized by the resolution designating the committee, certificate of formation, or bylaws;
(2) propose a reduction of stated capital of the real estate investment trust;
(3) approve a plan of merger or share exchange of the real estate investment trust;
(4) recommend to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the real estate investment trust not made in the usual and regular course of its business;
(5) recommend to the shareholders a voluntary winding up and termination or a revocation of the real estate investment trust;
(6) amend, alter, or repeal the bylaws or adopt new bylaws;
(7) fill vacancies in the offices of the trust managers;
(8) fill vacancies in or designate alternate members of a committee of the trust managers;
(9) fill a vacancy to be filled because of an increase in the number of trust managers;
(10) elect or remove officers of the real estate investment trust or members or alternate members of a committee of the trust managers;
(11) set the compensation of the members or alternate members of a committee of the trust managers; or
(12) alter or repeal a resolution of the trust managers that states that it may not be amended or repealed.
(d) A committee of the trust managers may authorize a distribution or the issuance of shares if authorized by the resolution designating the committee or by the certificate of formation or bylaws.
(e) The designation of and delegation of authority to a committee of the trust managers does not relieve a trust manager of responsibility imposed by law.