Form with which the board of directors of a corporation records the contents of its first meeting.
Board Of Directors In Corporate Governance In Texas
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Multi-State
Control #:
US-0007-CR
Format:
Word;
Rich Text
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FAQ
Board of directors: The board of directors should set the direction of the company and monitor management in order that the company will achieve its objectives. The corporate governance framework should underpin the board's accountability to the company and its members.
Federal and state-level laws, as well as a company's incorporation documents, require public and private corporations in the U.S. to have boards of directors (BoDs). Although private LLCs do not have the same requirements, some choose to elect a board of directors after incorporating.
Section 22.351 of the Texas Business Organizations Code gives a member of a nonprofit corporation, on written demand, the right to examine and copy the corporation's books and records.
Section 22.220 - Action Without Meeting of Directors or Committee (a) The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting of the corporation's directors or an action that may be taken at a meeting of the directors or a committee may be ...
Section 59.051 - Limitation on Contractor's Liability and Responsibility for Certain Defects (a) A contractor is not responsible for the consequences of design defects in and may not warranty the accuracy, adequacy, sufficiency, or suitability of plans, specifications, or other design documents provided to the ...
(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
In the case of a nonprofit corporation, the Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary; however, in a nonprofit corporation, the same person cannot be both the president and secretary.
An example of a conflict of interest would be if an individual served as a director for more than one nonprofit organization and both organizations engaged in a transaction. Since a director has indirect interest in a transaction if they have material or financial interest in the other party involved.
For a smaller board, the process often involves being interviewed, whereas larger organizations tend to have a more formalized review before nominating someone for a seat. In publicly traded companies, board members are approved by shareholders at the recommendation of management.
Usually, they are nominated by the Board for a vacancy or recruited by the Board or CEO because they have specific experience in a field...or they have strong relationships within the industry. I always advise people to contact every director of any company of interest and either meet with them in person or by phone.