Tex. Bus. Orgs. Code Section 22.220
Action Without Meeting of Directors or Committee

(a)

The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting of the corporation’s directors or an action that may be taken at a meeting of the directors or a committee may be taken without holding a meeting, providing prior notice, or taking a vote if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting. The consent must state the date of each director’s or committee member’s signature.

(b)

Prompt notice of the taking of an action by directors or a committee without a meeting by less than unanimous written consent shall be given to each director or committee member who did not consent in writing to the action.

(c)

Notwithstanding a provision of this code, advance notice is not required to be given to take an action by written consent as provided by this section.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 90, eff. September 1, 2007.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 30, eff. September 1, 2023.

Source: Section 22.220 — Action Without Meeting of Directors or Committee, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­22.­htm#22.­220 (accessed Jun. 5, 2024).

22.001
Definitions 22.002
Meetings by Remote Communications Technology 22.051
General Purposes 22.052
Dental Health Service Corporation 22.053
Dividends Prohibited 22.054
Authorized Benefits and Distributions 22.055
Power to Assist Employee or Officer 22.056
Health Organization Corporation 22.101
Incorporation of Certain Organizations 22.102
Bylaws 22.103
Inconsistency Between Certificate of Formation and Bylaw 22.104
Organization Meeting 22.105
Procedures to Adopt Amendment to Certificate of Formation by Members Having Voting Rights 22.106
Procedures to Adopt Amendment to Certificate of Formation by Managing Members 22.107
Procedures to Adopt Amendment to Certificate of Formation by Board of Directors 22.108
Number of Amendments Subject to Vote at Meeting 22.109
Restated Certificate of Formation 22.151
Members 22.152
Immunity from Liability 22.153
Annual Meeting 22.154
Failure to Call Annual Meeting 22.155
Special Meetings of Members 22.156
Notice of Meeting 22.157
Special Bylaws Affecting Notice 22.158
Preparation and Inspection of List of Voting Members 22.159
Quorum of Members 22.160
Voting of Members 22.161
Election of Directors 22.162
Greater Voting Requirements Under Certificate of Formation 22.163
Record Date for Determination of Members 22.164
Vote Required to Approve Fundamental Action 22.201
Management by Board of Directors 22.202
Management by Members 22.203
Board Member Eligibility Requirements 22.204
Number of Directors 22.205
Designation of Initial Board of Directors 22.206
Election or Appointment of Board of Directors 22.207
Election and Control by Certain Entities 22.208
Term of Office 22.209
Classification of Directors 22.210
Non-director Rights and Limitations 22.211
Removal of Director 22.212
Vacancy 22.213
Quorum 22.214
Action by Directors 22.215
Voting in Person or by Proxy 22.216
Term and Revocability of Proxy 22.217
Notice of Meeting 22.218
Management Committee 22.219
Other Committees 22.220
Action Without Meeting of Directors or Committee 22.221
General Standards for Directors 22.222
Religious Corporation Director’s Good Faith Reliance on Certain Information 22.223
Not a Trustee 22.224
Delegation of Investment Authority 22.225
Loan to Director Prohibited 22.226
Director Liability for Certain Distributions of Assets 22.227
Dissent to or Abstention from Action 22.228
Reliance on Written Opinion of Attorney 22.229
Right to Contribution 22.230
Contracts or Transactions Involving Interested Directors, Officers, and Members 22.231
Officers 22.232
Election or Appointment of Officers 22.233
Application to Church 22.234
Religious Corporation Officer’s Good Faith Reliance on Certain Information 22.235
Officer Liability 22.251
Approval of Merger 22.252
Approval of Sale of All or Substantially All of Assets 22.253
Meeting of Members 22.254
Pledge, Mortgage, Deed of Trust, or Trust Indenture 22.255
Conveyance by Corporation 22.256
Approval of Conversion 22.257
Approval of Exchange 22.301
Approval of Voluntary Winding Up, Reinstatement, Revocation of Voluntary Winding Up, or Distribution Plan 22.302
Certain Procedures for Approval 22.303
Meeting of Members 22.304
Application and Distribution of Property 22.305
Distribution Plan 22.307
Responsibility for Winding up 22.351
Member’s Right to Inspect Books and Records 22.352
Financial Records and Annual Reports 22.353
Availability of Financial Information for Public Inspection 22.354
Failure to Maintain Financial Record or Prepare Annual Report 22.355
Exemptions from Certain Requirements Relating to Financial Records and Annual Reports 22.356
Corporations Assisting State Agencies 22.357
Report of Domestic and Foreign Corporations 22.358
Notice Regarding Report 22.359
Filing of Report 22.360
Failure to File Report 22.361
Notice of Forfeiture 22.362
Effect of Forfeiture 22.363
Revival of Right to Conduct Affairs 22.364
Failure to Revive 22.365
Reinstatement 22.401
Definition 22.402
Pensions and Benefits 22.403
Contributions 22.404
Power to Act as Trustee 22.405
Documents and Agreements 22.406
Indemnification 22.407
Protection of Benefits 22.408
Assignment of Benefits 22.409
Insurance Code Not Applicable 22.501
Definitions 22.502
Ratification of Defective Corporate Act 22.503
Ratification of Defective Corporate Act 22.504
Quorum and Voting Requirements for Adoption of Resolutions 22.505
Approval of Ratified Defective Corporate Act by Members with Voting Rights Required 22.506
Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members with Voting Rights 22.507
Quorum and Voting for Approval of Ratified Defective Corporate Act at Meeting of Members with Voting Rights 22.508
Certificate of Validation 22.509
Adoption of Resolutions 22.510
Notice to Members Following Ratification of Defective Corporate Act 22.511
Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive 22.512
Proceeding Regarding Validity of Defective Corporate Acts 22.513
Exclusive Jurisdiction 22.514
Service 22.515
Statute of Limitations 22.516
Notice to Attorney General 22.0561
Corporations Formed by Physicians and Physician Assistants 22.2111
Resignation of Director
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 22.220’s source at texas​.gov