Tex.
Bus. Orgs. Code Section 22.504
Quorum and Voting Requirements for Adoption of Resolutions
(a)
The quorum and voting requirements applicable to the adoption of the resolutions to ratify a defective corporate act under Section 22.503 (Ratification of Defective Corporate Act; Adoption of Resolutions) are the same as the quorum and voting requirements applicable at the time of the adoption of the resolutions for the type of defective corporate act proposed to be ratified.(b)
Notwithstanding Subsection (a) and except as provided by Subsection (c), if in order for a quorum to be present or to approve the defective corporate act, the presence or approval of a larger number or portion of the governing authority would have been required by the governing documents of the corporation, any plan or agreement to which the corporation was a party, or any provision of the corporate statute, each as in effect at the time of the defective corporate act, then the presence or approval of the larger number or portion of such governing authority must be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable.(c)
If the corporation has members with voting rights or if the corporation had members with voting rights at the time of the taking of the defective corporate act, the presence or approval of any director elected, appointed, or nominated by a class of members that no longer exists, or by any person that is no longer a member, shall not be required for a quorum to be present or to adopt the resolutions.
Source:
Section 22.504 — Quorum and Voting Requirements for Adoption of Resolutions, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm#22.504 (accessed Jun. 5, 2024).
