Texas Business Organizations Code 22.106 – Procedures to Adopt Amendment to Certificate of Formation by Managing Members
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(a) To be approved, a proposed amendment to the certificate of formation of a corporation the management of the affairs of which is vested in the corporation‘s members under § 22.202 must be submitted to a vote at an annual, regular, or special meeting of the members.
(b) Except as otherwise provided by the certificate of formation or bylaws, notice containing the proposed amendment or a summary of the changes to be effected by the amendment shall be given to the members within the time and in the manner provided by this chapter for giving notice of a meeting of members.
Terms Used In Texas Business Organizations Code 22.106
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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 - 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
(c) The proposed amendment shall be adopted on receiving the vote required by § 22.164.