Tex.
Bus. Orgs. Code Section 6.201
Unanimous Written Consent to Action
(a)
This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at an annual or special meeting of the owners or members of the entity or at a regular, special, or other meeting of the governing authority of the entity or a committee of the governing authority.(b)
The owners or members or the governing authority of a filing entity, or a committee of the governing authority, may take action without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action signs a written consent or consents stating the action taken. Except as provided by this section, the written consent or consents take effect when signed by all persons entitled to vote on the action.(b-1)
By a provision in the written consent or consents or by a written instruction to an agent of the filing entity by one or more persons granting the written consent or consents, a written consent or consents may be made to take effect at a future time, which must be not later than the 60th day after the date all persons entitled to vote on the action have signed the consent or consents. If a written consent or consents described by this subsection are to take effect at a future time, all of the written consents take effect at that future effective time.(b-2)
If two or more of the written consents described by Subsection (b-1) have different future effective times, the latest future effective time of those consents applies to all of the consents. The written consent or consents are considered to have been given at the applicable effective time so long as all of the persons entitled to vote on the action, which is determined as of that effective time or, if applicable, the record date established under Section 6.102 (Record Date for Written Consent to Action), have:(1)
signed the consent or consents; and(2)
not revoked their consent or consents before the applicable effective time.(b-3)
By a provision in the written consent or by a written instruction to an agent of the filing entity, a person signing a written consent may provide that the person’s consent is to take effect at a future time, which must be not later than the 60th day after the date all persons entitled to vote on the action have signed the consent or consents. The person’s written consent is considered to have been given at the later of that future effective time or a later effective time determined under Subsection (b-1) or (b-2), so long as the person:(1)
is entitled to vote on the action subject to the consent, which is determined as of the applicable effective time or, if applicable, the record date established under Section 6.102 (Record Date for Written Consent to Action); and(2)
did not revoke the consent before the applicable effective time.(b-4)
A person signing a written consent may revoke the person’s consent any time before the applicable effective time of the consent.(b-5)
For purposes of this section, a “future time” includes a time that is determined on the happening of an event.(c)
A written consent described by Subsection (b) has the same effect as a unanimous vote at a meeting.(d)
A filing instrument filed with the filing officer may state that an action approved by written consent or consents has the effect of an approval by a unanimous vote at a meeting.
Source:
Section 6.201 — Unanimous Written Consent to Action, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.6.htm#6.201 (accessed Apr. 13, 2024).
