Texas Business Organizations Code 22.254 – Pledge, Mortgage, Deed of Trust, or Trust Indenture
(a) Except as otherwise provided by Subsection (b) or by the corporation‘s certificate of formation:
(1) the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, or trust indenture; and
(2) an authorization or consent of members is not required for the validity of the transaction or for any sale under the terms of the transaction.
(b) If the management of the affairs of a corporation is vested in the corporation’s members under § 22.202:
(1) the members may authorize a pledge, mortgage, deed of trust, or trust indenture in the manner provided by § 22.252(c) for a sale of all or substantially all of the assets of a corporation; and
(2) an authorization by the board of directors is not required for the validity of the transaction or for any sale under the terms of the transaction.
Terms Used In Texas Business Organizations Code 22.254
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.