Texas Business Organizations Code 21.728 – Mode and Effect of Taking Action by Shareholders and Others
(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 § 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 § 6.201 or this chapter or any other writing executed by or on behalf of all of the shareholders reasonably evidencing the consent; or
(C) any other means reasonably evidencing the consent.
Terms Used In Texas Business Organizations Code 21.728
- 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 - Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter 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
- 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