Texas Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation
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How to fill out Resolution Of Shareholders Authorizing An Increase In The Number Of Directors Of Corporation?
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FAQ
Section 21.563 - Closely Held Corporation (a) In this section, "closely held corporation" means a corporation that has: (1) fewer than 35 shareholders; and (2) no shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association ...
(a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested in the corporation's members, by the members.
22.159. QUORUM OF MEMBERS. (a) Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum.
Corporate bylaws specify the number of directors, their qualifications and duties, their time and place of meeting, and more. A violation of the bylaws can lead to the internal discipline of board members or even shareholder lawsuits. In cases of directorial malfeasance, even criminal prosecution is possible.
Member's Right to Inspect Books and Records.
Notice of Meeting. (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.
Action by Directors. (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.
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?.
