Massachusetts Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act outline important provisions and requirements pertaining to various aspects of corporations operating in the state of Texas. These articles are specifically relevant to the governance, management, and shareholder rights of Texas corporations. Below, we will delve into each of these articles, providing a detailed description and explaining their distinctive features. 1. Massachusetts Article 5.11: Directors and Officers Massachusetts Article 5.11 of the Texas Business Corporation Act focuses on the roles, responsibilities, and qualifications of directors and officers within a corporation. It outlines the requirements for board of director composition, qualifications, and procedures for appointing and replacing directors. This article may also cover director duties, conflicts of interest, and other key aspects related to the management of the corporation. 2. Massachusetts Article 5.12: Shareholders' Meetings and Voting Article 5.12 of the Texas Business Corporation Act in Massachusetts addresses shareholders' meetings and voting procedures within a corporation. It highlights the essential rules and regulations surrounding the convening of annual and special shareholder meetings, notice requirements, and the order of business at these meetings. Furthermore, Article 5.12 explains the specifics of shareholder voting rights, including how votes are cast and counted, as well as any prerequisites for voting or quorum requirements. 3. Massachusetts Article 5.13: Shareholder Distributions and Dividends Massachusetts Article 5.13 of the Texas Business Corporation Act deals with shareholder distributions and dividends. It outlines the rules and restrictions that govern the distribution of corporate profits to shareholders, including the declaration and payment of dividends. Article 5.13 may encompass important considerations such as dividend prioritization, dividend payment methods and schedules, limitations on distributions, and any relevant legal obligations associated with shareholder distributions. It is worth noting that while these articles specify the corresponding sections within the Texas Business Corporation Act, there might not be exactly identical provisions under the Massachusetts General Laws, as Massachusetts is not the jurisdiction for the Texas Act. Therefore, when seeking further information on Massachusetts-specific laws, it is advisable to refer to the Massachusetts General Laws or consult a legal professional. In conclusion, Massachusetts Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act hold crucial information for understanding the roles of directors and officers, conducting shareholder meetings, and dealing with shareholder distributions and dividends, respectively, within Texas corporations.
Massachusetts Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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Code § 15.51(c) (?[T]he court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographical area, and scope of activity to be restrained to be reasonable . . . and enforce the covenant as reformed, except that the court may not award the promisee damages ... Analyses of Section 15.51 - Casetext casetext.com ? statute ? texas-codes ? analysis casetext.com ? statute ? texas-codes ? analysis
Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate ?an actual fraud? primarily for the purpose of personal benefit?. Piercing the Corporate Veil in Texas | Single Business Entities hchlawyers.com ? business-litigation ? alter-... hchlawyers.com ? business-litigation ? alter-...
Under Texas Business and Commerce Code § 15.50(a), a covenant not to compete is only enforceable (1) if it is ancillary to or part of an otherwise enforceable agreement at the time the agreement is made, and (2) to the extent that it contains limitations as to time, geographical area and scope of activity to be ...
15.51. PROCEDURES AND REMEDIES IN ACTIONS TO ENFORCE COVENANTS NOT TO COMPETE. (a) Except as provided in Subsection (c) of this section, a court may award the promisee under a covenant not to compete damages, injunctive relief, or both damages and injunctive relief for a breach by the promisor of the covenant.
4. The right to make changes in governing documentation: Shareholders can vote for any changes to the governing documents, such as the charter or the bylaws amendments.