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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. Texas Corporate Bylaws - Northwest Registered Agent northwestregisteredagent.com ? corporation northwestregisteredagent.com ? corporation
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-...
The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other officers and assistant officers as considered necessary. Any two or more offices, other than the offices of president and secretary, may be held by the same person. Texas Business Organizations Code Section 22.231 ? Officers public.law ? statutes ? tex._bus._orgs._code... public.law ? statutes ? tex._bus._orgs._code...
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. Texas Business Organizations Code - BUS ORG § 21.415 | FindLaw findlaw.com ? bus-org-sect-21-415 findlaw.com ? bus-org-sect-21-415
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.