Texas Business Organizations Code 21.411 – Notice of Meeting
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(a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation‘s bylaws.
(b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.
Terms Used In Texas Business Organizations Code 21.411
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
- Electronic transmission: means a form of communication, including communication by use of or participation in one or more electronic data systems, that:
(A) does not directly involve the physical transmission of paper;
(B) creates a record that may be retained, retrieved, and reviewed by the recipient; and
(C) may be directly reproduced in paper form by the recipient through an automated process. See Texas Business Organizations Code 1.002 - Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fraud: Intentional deception resulting in injury to another.
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002 - written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) A notice of a board meeting is not required to specify the business to be transacted at the meeting or the purpose of the meeting, unless required by the bylaws.
(d) Notice of the date, time, place, or purpose of a regular or special meeting of the board of directors may be provided to a director by electronic transmission on consent of the director. The director may specify the form of electronic transmission to be used to communicate notice.
(e) Notice is considered provided under Subsection (d) when the notice is:
(1) transmitted to a facsimile number provided by the director for the purpose of receiving notice;
(2) transmitted to an electronic mail address provided by the director for the purpose of receiving notice;
(3) posted on an electronic network and a message is sent to the director at the address provided by the director for the purpose of alerting the director of a posting; or
(4) communicated to the director by any other form of electronic transmission consented to by the director.
(f) A director may revoke the director’s consent to receive notice by electronic transmission by providing written notice to the corporation. The director’s consent is considered revoked for purposes of Subsection (d) if the corporation is unable to deliver by electronic transmission two consecutive notices, and the secretary, assistant secretary, or transfer agent of the corporation, or another person responsible for delivering notice on behalf of the corporation, knows that delivery of those two electronic transmissions was unsuccessful. Inadvertent failure to treat the unsuccessful transmissions as a revocation of the director’s consent does not affect the validity of a meeting or other action.
(g) An affidavit of the secretary, assistant secretary, transfer agent, or other agent of a corporation stating that notice has been provided to a director of the corporation by electronic transmission is, in the absence of fraud, prima facie evidence that notice was provided under Subsections (d) and (e).