Virginia is a commonwealth in the southeastern part of the United States, and its Articles 5.11, 5.12, and 5.13 are not part of the Virginia Code or the Texas Business Corporation Act. However, if you are referring to the relevant sections of the Texas Business Corporation Act, these are not numbered as 5.11, 5.12, and 5.13. Therefore, it seems there might be a confusion with the reference. To provide valuable information, let's discuss some key aspects of the Texas Business Corporation Act instead. The Texas Business Corporation Act (TCA) regulates the formation, operation, and governance of corporations in the state of Texas. It outlines various provisions concerning the powers and structure of corporations, shareholder rights, and the general requirements for conducting business. While specific articles related to Virginia are not applicable, we can explore some essential topics found within the Act. 1. Incorporation Process and Formation (Chapter 3): Under the TCA, details about the process of forming a corporation are outlined. It includes requirements for filing the articles of incorporation, the necessary information to be provided, and the powers and limitations of a Texas corporation. 2. Corporate Directors and Officers (Chapter 8): This section of the Act governs the roles, responsibilities, and duties of directors and officers of a corporation. It covers matters such as their election, removal, compensation, fiduciary duties, and standards of conduct. 3. Shareholder Rights and Meetings (Chapter 6): The TCA grants certain rights to shareholders, such as the right to vote, inspect corporate records, take legal action, and receive dividends. It also regulates the process of conducting shareholder meetings, including notice requirements, proxy voting, and the right to participate and address relevant matters. 4. Corporate Financing and Securities (Chapter 4): This section deals with the issuance of shares, capital requirements, the raising of additional capital, and the sale of securities by corporations. It also encompasses the rules and regulations concerning stock options, warrants, and other forms of equity-based compensation. 5. Mergers, Acquisitions, and Dissolution (Chapter 10): The TCA provides guidelines for mergers, acquisitions, and other forms of corporate reorganization. It outlines the procedures, approvals, and obligations involved in these transactions. Additionally, it addresses dissolution processes and the winding-up of corporations. It is important to note that the specific articles within the Texas Business Corporation Act are not numbered as "5.11," "5.12," and "5.13." Therefore, the original query's reference might be incorrect.
Virginia Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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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.
Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and much more. While you won't need to file your corporate bylaws with the Secretary of State?unlike the Texas Certificate of Formation?every Texas corporation is required to have bylaws.
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.
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?.