§ 22.501 Definitions
§ 22.502 Ratification of Defective Corporate Act
§ 22.503 Ratification of Defective Corporate Act; Adoption of Resolutions
§ 22.504 Quorum and Voting Requirements for Adoption of Resolutions
§ 22.505 Approval of Ratified Defective Corporate Act by Members With Voting Rights Required; Exception
§ 22.506 Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members With Voting Rights
§ 22.507 Quorum and Voting for Approval of Ratified Defective Corporate Act At Meeting of Members With Voting Rights
§ 22.508 Certificate of Validation
§ 22.509 Adoption of Resolutions; Effect On Defective Corporate Act
§ 22.510 Notice to Members Following Ratification of Defective Corporate Act
§ 22.511 Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive
§ 22.512 Proceeding Regarding Validity of Defective Corporate Acts
§ 22.513 Exclusive Jurisdiction
§ 22.514 Service
§ 22.515 Statute of Limitations
§ 22.516 Notice to Attorney General
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Terms Used In Texas Business Organizations Code Chapter 22 > Subchapter J - Ratification of Defective Corporate Acts; Proceedings

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • 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
  • Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Fiduciary: A trustee, executor, or administrator.
  • Filing instrument: means an instrument, document, consent, or statement that is required or authorized by this code to be filed by or for an entity with the filing officer in accordance with Chapter 4. See Texas Business Organizations Code 1.002
  • Filing officer: means :
    (A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
    (B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002
  • Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. 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
  • Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
  • Member: means :
    (A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
    (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
    (C) in the case of a cooperative association, a member of a nonshare or share association;
    (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
    (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
  • Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
  • 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
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
  • Quorum: The number of legislators that must be present to do business.
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Uphold: The decision of an appellate court not to reverse a lower court decision.
  • Venue: The geographical location in which a case is tried.