Texas Statutes
Title 2 - Corporations
Chapter 22 - Nonprofit Corporations

Section 22.0561. Corporations Formed by Physicians and Physician Assistants - Sec. 22.0561. CORPORATIONS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS. (a)...

Subchapter C. Formation and Governing Documents

Section 22.101. Incorporation of Certain Organizations - Sec. 22.101. INCORPORATION OF CERTAIN ORGANIZATIONS. A religious society, a...

Section 22.102. Bylaws - Sec. 22.102. BYLAWS. (a) The initial bylaws of a corporation...

Section 22.103. Inconsistency Between Certificate of Formation and Bylaw - Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW. (a)...

Section 22.104. Organization Meeting - Sec. 22.104. ORGANIZATION MEETING. (a) After the certificate of formation...

Section 22.105. Procedures to Adopt Amendment to Certificate of Formation by Members Having Voting Rights - Sec. 22.105. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.106. Procedures to Adopt Amendment to Certificate of Formation by Managing Members - Sec. 22.106. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.107. Procedures to Adopt Amendment to Certificate of Formation by Board of Directors - Sec. 22.107. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.108. Number of Amendments Subject to Vote at Meeting - Sec. 22.108. NUMBER OF AMENDMENTS SUBJECT TO VOTE AT MEETING....

Section 22.109. Restated Certificate of Formation - Sec. 22.109. RESTATED CERTIFICATE OF FORMATION. (a) A corporation may...

Subchapter D. Members

Section 22.151. Members - Sec. 22.151. MEMBERS. (a) A corporation may have one or...

Section 22.152. Immunity From Liability - Sec. 22.152. IMMUNITY FROM LIABILITY. The members of a corporation...

Section 22.153. Annual Meeting - Sec. 22.153. ANNUAL MEETING. (a) Except as provided by Subsection...

Section 22.154. Failure to Call Annual Meeting - Sec. 22.154. FAILURE TO CALL ANNUAL MEETING. (a) If the...

Section 22.155. Special Meetings of Members - Sec. 22.155. SPECIAL MEETINGS OF MEMBERS. A special meeting of...

Section 22.156. Notice of Meeting - Sec. 22.156. NOTICE OF MEETING. (a) A corporation other than...

Section 22.157. Special Bylaws Affecting Notice - Sec. 22.157. SPECIAL BYLAWS AFFECTING NOTICE. (a) A corporation may...

Section 22.158. Preparation and Inspection of List of Voting Members - Sec. 22.158. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS....

Section 22.159. Quorum of Members - Sec. 22.159. QUORUM OF MEMBERS. (a) Unless otherwise provided by...

Section 22.160. Voting of Members - Sec. 22.160. VOTING OF MEMBERS. (a) Each member of a...

Section 22.161. Election of Directors - Sec. 22.161. ELECTION OF DIRECTORS. (a) A member entitled to...

Section 22.162. Greater Voting Requirements Under Certificate of Formation - Sec. 22.162. GREATER VOTING REQUIREMENTS UNDER CERTIFICATE OF FORMATION. If...

Section 22.163. Record Date for Determination of Members - Sec. 22.163. RECORD DATE FOR DETERMINATION OF MEMBERS. (a) The...

Section 22.164. Vote Required to Approve Fundamental Action - Sec. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (a) In...

Subchapter E. Management

Section 22.201. Management by Board of Directors - Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS. Except as provided...

Section 22.202. Management by Members - Sec. 22.202. MANAGEMENT BY MEMBERS. (a) The certificate of formation...

Section 22.203. Board Member Eligibility Requirements - Sec. 22.203. BOARD MEMBER ELIGIBILITY REQUIREMENTS. A director of a...

Section 22.204. Number of Directors - Sec. 22.204. NUMBER OF DIRECTORS. (a) If the corporation has...

Section 22.205. Designation of Initial Board of Directors - Sec. 22.205. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the...

Section 22.206. Election or Appointment of Board of Directors - Sec. 22.206. ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS. Directors...

Section 22.207. Election and Control by Certain Entities - Sec. 22.207. ELECTION AND CONTROL BY CERTAIN ENTITIES. (a) The...

Section 22.208. Term of Office - Sec. 22.208. TERM OF OFFICE. (a) Unless the director resigns...

Section 22.209. Classification of Directors - Sec. 22.209. CLASSIFICATION OF DIRECTORS. Directors may be divided into...

Section 22.210. Non-Director Rights and Limitations - Sec. 22.210. NON-DIRECTOR RIGHTS AND LIMITATIONS. The certificate of formation...

Section 22.211. Removal of Director - Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a...

Section 22.2111. Resignation of Director - Sec. 22.2111. RESIGNATION OF DIRECTOR. Except as provided by the...

Section 22.212. Vacancy - Sec. 22.212. VACANCY. (a) Unless otherwise provided by the certificate...

Section 22.213. Quorum - Sec. 22.213. QUORUM. (a) A quorum for the transaction of...

Section 22.214. Action by Directors - Sec. 22.214. ACTION BY DIRECTORS. The act of a majority...

Section 22.215. Voting in Person or by Proxy - Sec. 22.215. VOTING IN PERSON OR BY PROXY. A director...

Section 22.216. Term and Revocability of Proxy - Sec. 22.216. TERM AND REVOCABILITY OF PROXY. (a) A proxy...

Section 22.217. Notice of Meeting; Waiver of Notice - Sec. 22.217. NOTICE OF MEETING; WAIVER OF NOTICE. (a) Regular...

Section 22.218. Management Committee - Sec. 22.218. MANAGEMENT COMMITTEE. (a) If authorized by the certificate...

Section 22.219. Other Committees - Sec. 22.219. OTHER COMMITTEES. (a) The board of directors of...

Section 22.220. Action Without Meeting of Directors or Committee - Sec. 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE. (a)...

Section 22.221. General Standards for Directors - Sec. 22.221. GENERAL STANDARDS FOR DIRECTORS. (a) A director shall...

Section 22.222. Religious Corporation Director's Good Faith Reliance on Certain Information - Sec. 22.222. RELIGIOUS CORPORATION DIRECTOR'S GOOD FAITH RELIANCE ON CERTAIN...

Section 22.223. Not a Trustee - Sec. 22.223. NOT A TRUSTEE. A director of a corporation...

Section 22.224. Delegation of Investment Authority - Sec. 22.224. DELEGATION OF INVESTMENT AUTHORITY. (a) The board of...

Section 22.225. Loan to Director Prohibited - Sec. 22.225. LOAN TO DIRECTOR PROHIBITED. (a) A corporation may...

Section 22.226. Director Liability for Certain Distributions of Assets - Sec. 22.226. DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS. (a)...

Section 22.227. Dissent to or Abstention From Action - Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION. (a) A...

Section 22.228. Reliance on Written Opinion of Attorney - Sec. 22.228. RELIANCE ON WRITTEN OPINION OF ATTORNEY. A director...

Section 22.229. Right to Contribution - Sec. 22.229. RIGHT TO CONTRIBUTION. A director against whom a...

Section 22.230. Contracts or Transactions Involving Interested Directors, Officers, and Members - Sec. 22.230. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND...

Section 22.231. Officers - Sec. 22.231. OFFICERS. (a) The officers of a corporation shall...

Section 22.232. Election or Appointment of Officers - Sec. 22.232. ELECTION OR APPOINTMENT OF OFFICERS. (a) An officer...

Section 22.233. Application to Church - Sec. 22.233. APPLICATION TO CHURCH. A corporation that is a...

Section 22.234. Religious Corporation Officer's Good Faith Reliance on Certain Information - Sec. 22.234. RELIGIOUS CORPORATION OFFICER'S GOOD FAITH RELIANCE ON CERTAIN...

Section 22.235. Officer Liability - Sec. 22.235. OFFICER LIABILITY. (a) An officer is not liable...

Subchapter F. Fundamental Business Transactions

Section 22.251. Approval of Merger - Sec. 22.251. APPROVAL OF MERGER. (a) A domestic corporation that...

Section 22.252. Approval of Sale of All or Substantially All of Assets - Sec. 22.252. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL...

Section 22.253. Meeting of Members; Notice - Sec. 22.253. MEETING OF MEMBERS; NOTICE. (a) The corporation must...

Section 22.254. Pledge, Mortgage, Deed of Trust, or Trust Indenture - Sec. 22.254. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE....

Section 22.255. Conveyance by Corporation - Sec. 22.255. CONVEYANCE BY CORPORATION. A corporation may convey real...

Section 22.256. Approval of Conversion - Sec. 22.256. APPROVAL OF CONVERSION. (a) A domestic corporation must...

Section 22.257. Approval of Exchange - Sec. 22.257. APPROVAL OF EXCHANGE. (a) A domestic corporation must...

Subchapter G. Winding Up and Termination

Section 22.301. Approval of Voluntary Winding Up, Reinstatement, Revocation of Voluntary Winding Up, or Distribution Plan - Sec. 22.301. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF...

Section 22.302. Certain Procedures for Approval - Sec. 22.302. CERTAIN PROCEDURES FOR APPROVAL. To approve a voluntary...

Section 22.303. Meeting of Members; Notice - Sec. 22.303. MEETING OF MEMBERS; NOTICE. (a) The corporation must...

Section 22.304. Application and Distribution of Property - Sec. 22.304. APPLICATION AND DISTRIBUTION OF PROPERTY. (a) After all...

Section 22.305. Distribution Plan - Sec. 22.305. DISTRIBUTION PLAN. A plan providing for the distribution...

Section 22.307. Responsibility for Winding Up - Sec. 22.307. RESPONSIBILITY FOR WINDING UP. If a corporation determines...

Subchapter H. Records and Reports

Section 22.351. Member's Right to Inspect Books and Records - Sec. 22.351. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS. A...

Section 22.352. Financial Records and Annual Reports - Sec. 22.352. FINANCIAL RECORDS AND ANNUAL REPORTS. (a) A corporation...

Section 22.353. Availability of Financial Information for Public Inspection - Sec. 22.353. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION. (a)...

Section 22.354. Failure to Maintain Financial Record or Prepare Annual Report; Offense - Sec. 22.354. FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL...

Section 22.355. Exemptions From Certain Requirements Relating to Financial Records and Annual Reports - Sec. 22.355. EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS...

Section 22.356. Corporations Assisting State Agencies - Sec. 22.356. CORPORATIONS ASSISTING STATE AGENCIES. (a) In this section,...

Section 22.357. Report of Domestic and Foreign Corporations - Sec. 22.357. REPORT OF DOMESTIC AND FOREIGN CORPORATIONS. (a) The...

Section 22.358. Notice Regarding Report - Sec. 22.358. NOTICE REGARDING REPORT. (a) The secretary of state...

Section 22.359. Filing of Report - Sec. 22.359. FILING OF REPORT. A copy of the report...

Section 22.360. Failure to File Report - Sec. 22.360. FAILURE TO FILE REPORT. (a) A domestic or...

Section 22.361. Notice of Forfeiture - Sec. 22.361. NOTICE OF FORFEITURE. Notice of forfeiture under Section...

Section 22.362. Effect of Forfeiture - Sec. 22.362. EFFECT OF FORFEITURE. (a) Unless the right of...

Section 22.363. Revival of Right to Conduct Affairs - Sec. 22.363. REVIVAL OF RIGHT TO CONDUCT AFFAIRS. (a) A...

Section 22.364. Failure to Revive; Termination or Revocation - Sec. 22.364. FAILURE TO REVIVE; TERMINATION OR REVOCATION. (a) The...

Section 22.365. Reinstatement - Sec. 22.365. REINSTATEMENT. (a) A corporation that is terminated or...

Subchapter I. Church Benefits Boards

Section 22.401. Definition - Sec. 22.401. DEFINITION. In this chapter, "church benefits board" means...

Section 22.402. Pensions and Benefits - Sec. 22.402. PENSIONS AND BENEFITS. When authorized by the corporation's...

Section 22.403. Contributions - Sec. 22.403. CONTRIBUTIONS. (a) A church benefits board may provide...

Section 22.404. Power to Act as Trustee - Sec. 22.404. POWER TO ACT AS TRUSTEE. A church benefits...

Section 22.405. Documents and Agreements - Sec. 22.405. DOCUMENTS AND AGREEMENTS. A church benefits board may...

Section 22.406. Indemnification - Sec. 22.406. INDEMNIFICATION. A church benefits board, or an affiliate...

Section 22.407. Protection of Benefits - Sec. 22.407. PROTECTION OF BENEFITS. (a) Money or other benefits...

Section 22.408. Assignment of Benefits - Sec. 22.408. ASSIGNMENT OF BENEFITS. An assignment or transfer or...

Section 22.409. Insurance Code Not Applicable - Sec. 22.409. INSURANCE CODE NOT APPLICABLE. The Insurance Code does...

Subchapter J. Ratification of Defective Corporate Acts; Proceedings

Section 22.501. Definitions - Sec. 22.501. DEFINITIONS. In this subchapter: (1) "Corporate statute," with...

Section 22.502. Ratification of Defective Corporate Act - Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT. Subject to Section...

Section 22.503. Ratification of Defective Corporate Act; Adoption of Resolutions - Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS....

Section 22.504. Quorum and Voting Requirements for Adoption of Resolutions - Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS....

Section 22.505. Approval of Ratified Defective Corporate Act by Members With Voting Rights Required; Exception - Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS...

Section 22.506. Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members With Voting Rights - Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED...

Section 22.507. Quorum and Voting for Approval of Ratified Defective Corporate Act at Meeting of Members With Voting Rights - Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED DEFECTIVE...

Section 22.508. Certificate of Validation - Sec. 22.508. CERTIFICATE OF VALIDATION. (a) If a defective corporate...

Section 22.509. Adoption of Resolutions; Effect on Defective Corporate Act - Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT....

Section 22.510. Notice to Members Following Ratification of Defective Corporate Act - Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE...

Section 22.511. Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive - Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT...

Section 22.512. Proceeding Regarding Validity of Defective Corporate Acts - Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS. (a)...

Section 22.513. Exclusive Jurisdiction - Sec. 22.513. EXCLUSIVE JURISDICTION. The district court has exclusive jurisdiction...

Section 22.514. Service - Sec. 22.514. SERVICE. (a) Service of an application filed under...

Section 22.515. Statute of Limitations - Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section does not...

Section 22.516. Notice to Attorney General - Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this section,...

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Texas Statutes Title 2 - Corporations Chapter 22 - Nonprofit Corporations

Texas Statutes
Title 2 - Corporations
Chapter 22 - Nonprofit Corporations