Tex.
Bus. Orgs. Code Section 22.510
Notice to Members Following Ratification of Defective Corporate Act
(a)
If the management of the affairs of a corporation is vested in its members under Section 22.202 (Management by Members) or if a corporation has members with voting rights, for each defective corporate act ratified by the governing authority under Sections 22.503 (Ratification of Defective Corporate Act; Adoption of Resolutions) and 22.504 (Quorum and Voting Requirements for Adoption of Resolutions), notice of the ratification shall be given promptly to:(1)
each member having voting rights as of the date the governing authority adopted the resolutions ratifying the defective corporate act; or(2)
each member having voting rights as of a date not later than the 60th day after the date of adoption, as established by the governing authority.(b)
Notice under this section shall be sent to the address of a member described by Subsection (a)(1) or (a)(2) as the address appears or most recently appeared, as appropriate, on the records of the corporation.(c)
Notice under this section shall also be given to each member having voting rights as of the time of the defective corporate act, except that notice is not required to be given to a member whose identity or address cannot be ascertained from the corporation’s records.(d)
The notice must contain:(1)
copies of the resolutions adopted by the governing authority under Section 22.503 (Ratification of Defective Corporate Act; Adoption of Resolutions) or the information required by Sections 22.503 (Ratification of Defective Corporate Act; Adoption of Resolutions)(a)(1)-(4) or 22.503 (Ratification of Defective Corporate Act; Adoption of Resolutions)(c)(1)-(4), as applicable; and(2)
a statement that, on ratification of the defective corporate act made in accordance with this subchapter, the member’s right to challenge the defective corporate act is limited to an action claiming that a court of appropriate jurisdiction, in its discretion, should declare:(A)
that the ratification not take effect or that it take effect only on certain conditions, if the action is filed not later than the 120th day after the later of the applicable validation effective time or the time at which the notice required by this section is given; or(B)
that the ratification was not accomplished in accordance with this subchapter.(e)
Notwithstanding Subsections (a)-(d), notice is not required to be given under this section to a person if notice of the ratification of the defective corporate act is given to that person in accordance with Section 22.506 (Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members with Voting Rights).(f)
For purposes of Sections 22.505 (Approval of Ratified Defective Corporate Act by Members with Voting Rights Required; Exception), 22.506 (Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members with Voting Rights), and 22.507 (Quorum and Voting for Approval of Ratified Defective Corporate Act at Meeting of Members with Voting Rights) and this section, notice to members with voting rights as of the time of the defective corporate act shall be treated as notice to such members for purposes of Sections 6.051 (General Notice Requirements), 6.052 (Waiver of Notice), 6.053 (Exception), 6.201 (Unanimous Written Consent to Action), 6.202 (Action by Less than Unanimous Written Consent), 6.203 (Delivery of Less than Unanimous Written Consent), 6.204 (Advance Notice Not Required), 6.205 (Reproduction or Electronic Transmission of Consent), and 22.156 (Notice of Meeting).(g)
If the ratification of a defective corporate act has been approved by the members acting under Section 6.202 (Action by Less than Unanimous Written Consent), the notice required by this section may be included in any notice required to be given under Section 6.202 (Action by Less than Unanimous Written Consent)(d) and, if included:(1)
shall be sent to the members entitled to the notice under Section 6.202 (Action by Less than Unanimous Written Consent)(d) and all other members otherwise entitled to the notice under Subsection (a); and(2)
is not required to be sent to members who signed a consent described by Section 6.202 (Action by Less than Unanimous Written Consent)(b).
Source:
Section 22.510 — Notice to Members Following Ratification of Defective Corporate Act, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm#22.510 (accessed Jun. 5, 2024).
