Texas Business Organizations Code 22.505 – Approval of Ratified Defective Corporate Act by Members With Voting Rights Required; Exception
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Terms Used In Texas Business Organizations Code 22.505
- 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
- Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002 - Statute: A law passed by a legislature.
If the corporation has members with voting rights, each defective corporate act ratified under § 22.503(a) must be submitted to such members of the corporation for approval as provided by Sections 22.506 and 22.507, unless no other provision of the corporate statute, no provision of the corporation’s governing documents, and no provision of any plan or agreement to which the corporation is a party would have required approval by such members of:
(1) the defective corporate act to be ratified at the time of that defective corporate act; or
(2) the type of defective corporate act to be ratified at the time the board of directors adopts the resolutions ratifying that defective corporate act under § 22.503.