85R5333 EES-F     By: Oliveira H.B. No. 2827       A BILL TO BE ENTITLED   AN ACT   relating to corporations, associations, real estate investment   trusts, and related entities.          BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:          SECTION 1.  Section 4.152, Business Organizations Code, is   amended to read as follows:          Sec. 4.152.  FILING FEES: FOR-PROFIT CORPORATIONS. For a   filing by or for a for-profit corporation, the secretary of state   shall impose the following fees:                (1)  for filing a certificate of formation, $300;                (2)  for filing a certificate of amendment, $150;                (3)  for filing an application of a foreign corporation   for registration to transact business in this state, $750;                (4)  for filing an application of a foreign corporation   for an amended registration to transact business in this state,   $150;                (5)  for filing a restated certificate of formation and   accompanying statement, $300;                (6)  for filing a statement of change of registered   office, registered agent, or both, $15;                (7)  for filing a statement of change of name or address   of a registered agent, $15, except that the maximum fee for   simultaneous filings by a registered agent for more than one   corporation may not exceed $750;                (8)  for filing a statement of resolution establishing   one or more series of shares, $15;                (9)  for filing a certificate of termination, $40;                (10)  for filing a certificate of withdrawal of a   foreign corporation, $15;                (11)  for filing a certificate from the home state of a   foreign corporation that the corporation no longer exists in that   state, $15;                (12)  for filing a bylaw or agreement restricting   transfer of shares or securities other than as an amendment to the   certificate of formation, $15;                (13)  for filing an application for reinstatement of a   certificate of formation or registration as a foreign corporation   following forfeiture under the Tax Code, $75;                (14)  for filing an application for reinstatement of a   corporation or registration as a foreign corporation after   involuntary termination or revocation, $75; [and]                (15)  for filing a certificate of validation, $15, plus   the filing fee imposed for filing each new filing instrument that is   attached as an exhibit to the certificate of validation under   Section 21.908(b)(3)(C); and                (16)  for filing any instrument as provided by this   code for which this section does not expressly provide a fee, $15.          SECTION 2.  Section 4.159, Business Organizations Code, is   amended to read as follows:          Sec. 4.159.  FILING FEES: NONPROFIT ASSOCIATIONS. For a   filing by or for a nonprofit association, the secretary of state   shall impose the following fees:                (1)  for filing a statement appointing an agent to   receive service of process, $25;                (2)  for filing an amendment of a statement appointing   an agent, $5; [and]                (3)  for filing a cancellation of a statement   appointing an agent, $5;                (4)  for filing a certificate of merger or conversion,   regardless of whether the surviving or new nonprofit organization   is a domestic or foreign entity, $50; and                (5)  for filing any instrument of a nonprofit   association as provided by this code for which this section does not   expressly provide a fee, $5.          SECTION 3.  Subchapter D, Chapter 6, Business Organizations   Code, is amended by adding Section 6.157 to read as follows:          Sec. 6.157.  VOTING OF JOINTLY HELD OWNERSHIP INTERESTS.   (a) In this section, "jointly held ownership interest" means:                (1)  an ownership interest that is held of record in the   names of two or more persons, whether fiduciaries, joint tenants,   tenants in common, or otherwise; or                (2)  an ownership interest for which two or more   persons have the right to vote the interest under Section 6.154.          (b)  A jointly held ownership interest may be voted by:                (1)  for a jointly held ownership interest as defined   by Subsection (a)(1), any one of the record owners; or                (2)  for a jointly held ownership interest as defined   by Subsection (a)(2), any one of the persons having the right to   vote the interest, as described by Section 6.154.          (c)  If a jointly held ownership interest is voted by more   than one person as described by Subsection (b), the act of a   majority of the persons voting binds all of the record owners or   persons having the right to vote the interest.          (d)  If a jointly held ownership interest is voted by more   than one person as described by Subsection (b), and the votes of the   persons are evenly split on any particular matter, each faction may   vote the interest proportionately.          (e)  Subsection (b), (c), or (d) does not apply if the   secretary or other person tabulating votes on the entity's behalf   has a good faith belief, based on written information the person   received regarding rights or obligations with respect to voting the   jointly held ownership interest, that reliance on Subsection (b),   (c), or (d), as applicable, is unwarranted.          SECTION 4.  Section 10.010, Business Organizations Code, is   amended to read as follows:          Sec. 10.010.  SPECIAL PROVISIONS APPLYING TO NONPROFIT   CORPORATION AND NONPROFIT ASSOCIATION MERGERS. (a) A domestic   nonprofit corporation or nonprofit association may not merge into   another entity if the domestic nonprofit corporation or nonprofit   association would, because of the merger, lose or impair its   charitable status.          (b)  One or more domestic or foreign for-profit entities or   non-code organizations may merge into one or more domestic   nonprofit corporations or nonprofit associations that continue as   the surviving entity or entities.          (c)  A domestic nonprofit corporation or nonprofit   association may not merge with a foreign for-profit entity if the   domestic nonprofit corporation or nonprofit association does not   continue as the surviving entity.          (d)  One or more domestic nonprofit corporations or   nonprofit associations and non-code organizations may merge into   one or more foreign nonprofit entities that continue as the   surviving entity or entities.          SECTION 5.  Section 10.108, Business Organizations Code, is   amended to read as follows:          Sec. 10.108.  SPECIAL PROVISIONS APPLYING TO NONPROFIT   CORPORATION AND NONPROFIT ASSOCIATION CONVERSIONS. A domestic   nonprofit corporation or nonprofit association may not convert into   a for-profit entity.          SECTION 6.  Section 21.157, Business Organizations Code, is   amended by adding Subsection (d) to read as follows:          (d)  The authorization by the board of directors for the   issuance of shares may provide that any shares to be issued under   the authorization may be issued:                (1)  in one or more transactions in the numbers and at   the times as stated in or determined by the authorization; or                (2)  in the manner stated in the authorization, which   may include a determination or action by any person or persons,   including the corporation, if the authorization states:                      (A)  the maximum number of shares that may be   issued under the authorization;                      (B)  the period during which the shares may be   issued; and                      (C)  the minimum amount of consideration for which   the shares may be issued.          SECTION 7.  Section 21.160(d), Business Organizations Code,   is amended to read as follows:          (d)  The amount of the consideration to be received for   shares may be determined in accordance with Subsection (a) by the   approval of a minimum amount of consideration or a formula to   determine that amount. The formula may include or be made dependent   on facts ascertainable outside the formula, if the manner in which   those facts operate on the formula is clearly or expressly set forth   in the formula or in the authorization approving the formula.          SECTION 8.  Section 21.168(c), Business Organizations Code,   is amended to read as follows:          (c)  Subject to the certificate of formation, a right or   option described by this section must state the terms on which, the   time within which, and any consideration, including a formula by   which the consideration may be determined, for which the shares may   be purchased or received from the corporation on the exercise of the   right or option. A formula by which the consideration may be   determined may include or be made dependent on facts ascertainable   outside the formula, if the manner in which those facts operate on   the formula is clearly or expressly set forth in the formula or in   the authorization approving the formula.          SECTION 9.  Section 21.218(b), Business Organizations Code,   is amended to read as follows:          (b)  On [Subject to the governing documents and on] written   demand stating a proper purpose, a holder of shares of a corporation   for at least six months immediately preceding the holder's demand,   or a holder of at least five percent of all of the outstanding   shares of a corporation, is entitled to examine and copy, at a   reasonable time, the corporation's [relevant] books, records of   account, minutes, and share transfer records relating to the stated   purpose. The examination may be conducted in person or through an   agent, accountant, or attorney.          SECTION 10.  Section 21.302, Business Organizations Code, is   amended to read as follows:          Sec. 21.302.  AUTHORITY FOR DISTRIBUTIONS. (a) The board of   directors of a corporation may authorize a distribution and the   corporation may make a distribution, subject to Section 21.303.          (b)  The board of directors may authorize a distribution by   determining the maximum amount that may be distributed and the   period during which the maximum amount may be distributed,   including by setting a formula to determine the amount to be   distributed. The authorization by the board of directors for a   distribution may provide that the distribution be paid:                (1)  in the amounts and at the times as stated in the   authorization; or                (2)  in the manner stated in the authorization, which   may include a determination or action by any person or persons,   including the corporation, if the authorization states the maximum   amount that may be distributed under the authorization and the   period during which the maximum amount may be distributed.          SECTION 11.  Section 21.414, Business Organizations Code, is   amended to read as follows:          Sec. 21.414.  DISSENT TO OR ABSTENTION FROM ACTION.  (a)  A   director of a corporation who is present at a meeting of the board   of directors at which action has been taken is presumed to have   assented to the action taken unless:                (1)  the director's dissent or abstention has been   entered in the minutes of the meeting;                (2)  the director has filed a written dissent or   abstention with respect to the action with the person acting as the   secretary of the meeting before the meeting is adjourned; or                (3)  the director has sent [a written dissent by   registered mail] to the secretary of the corporation, within a   reasonable time [immediately] after the meeting has been adjourned,   a written dissent or abstention by:                      (A)  certified or registered mail, return receipt   requested; or                      (B)  other means specified in the corporation's   governing documents.          (b)  A director who voted in favor of an action may not   dissent or abstain with respect to the action.          SECTION 12.  Section 21.458(a), Business Organizations   Code, is amended to read as follows:          (a)  Separate voting by a class or series of shares of a   corporation is required for approval of a plan of merger or   conversion if:                (1)  that class or series of shares is, under the plan   of merger or conversion, to be converted into or exchanged for other   securities, interests, obligations, rights to acquire shares,   cash, property, or any combination of the items described by this   subdivision;                (2)  the plan of merger or conversion contains a   provision that would require approval by that class or series of   shares under Section 21.364 if the provision was contained in a   proposed amendment to the corporation's certificate of formation;   or                (3) [(2)]  that class or series of shares is entitled   under the certificate of formation to vote as a class or series on   the plan of merger or conversion.          SECTION 13.  Section 21.607, Business Organizations Code, is   amended to read as follows:          Sec. 21.607.  APPLICATION OF MORATORIUM. Section 21.606   does not apply to:                (1)  a business combination of an issuing public   corporation if:                      (A)  the original articles of incorporation or   certificate of formation, as applicable, or the original bylaws of   the corporation contain a provision expressly electing not to be   governed by this subchapter;                      (B)  before December 31, 1997, the corporation   adopted an amendment to the articles of incorporation or bylaws of   the corporation expressly electing not to be governed by this   subchapter; or                      (C)  after December 31, 1997, the corporation   adopts an amendment to the articles of incorporation or certificate   of formation, as applicable, or the bylaws of the corporation,   approved by the affirmative vote of the holders, other than an   affiliated shareholder or an affiliate or associate of the   affiliated shareholder, of at least two-thirds of the outstanding   voting shares of the issuing public corporation, expressly electing   not to be governed by this subchapter, except that the amendment to   the articles of incorporation or certificate of formation, as   applicable, or the bylaws takes effect 18 months after the date of   the vote and does not apply to a business combination of the issuing   public corporation with an affiliated shareholder whose share   acquisition date is on or before the effective date of the   amendment;                (2)  a business combination of an issuing public   corporation with an affiliated shareholder who became an affiliated   shareholder inadvertently, if the affiliated shareholder:                      (A)  as soon as practicable divests itself of a   sufficient number of the voting shares of the issuing public   corporation so that the affiliated shareholder no longer is the   beneficial owner, directly or indirectly, of 20 percent or more of   the outstanding voting shares of the issuing public corporation;   and                      (B)  would not at any time within the three-year   period preceding the announcement date of the business combination   have been an affiliated shareholder except for the inadvertent   acquisition;                (3)  a business combination with an affiliated   shareholder who was the beneficial owner of 20 percent or more of   the outstanding voting shares of the issuing public corporation on   December 31, 1996, and continuously until the announcement date of   the business combination;                (4)  a business combination with an affiliated   shareholder who became an affiliated shareholder through a transfer   of shares of the issuing public corporation by will or intestate   succession and continuously was an affiliated shareholder until the   announcement date of the business combination; or                (5)  a business combination of an issuing public   corporation with a domestic wholly owned subsidiary if the domestic   subsidiary is not an affiliate or associate of the affiliated   shareholder for a reason other than the affiliated shareholder's   beneficial ownership of voting shares in the issuing public   corporation.          SECTION 14.  Section 21.729(c), Business Organizations   Code, is amended to read as follows:          (c)  The dissent of a shareholder may be proven by:                (1)  an entry in the minutes of the meeting of   shareholders;                (2)  a written dissent filed with the secretary of the   meeting before the adjournment of the meeting;                (3)  a written dissent that is sent [by registered   mail] to the secretary of the close corporation:                      (A)  promptly after the meeting or after a written   consent was obtained from the other shareholders; and                      (B)  by certified or registered mail, return   receipt requested, or by other means specified in the corporation's   governing documents; or                (4)  any other means reasonably evidencing the dissent.          SECTION 15.  Sections 21.901(4), (5), and (8), Business   Organizations Code, are amended to read as follows:                (4)  "Failure of authorization" means:                      (A)  the failure to authorize or effect an act or   transaction in compliance with the provisions of the corporate   statute, the governing documents of the corporation, or any plan or   agreement to which the corporation is a party, if and to the extent   the failure would render the act or transaction void or voidable; or                      (B)  the failure of the board of directors or an   officer of the corporation to authorize or approve an act or   transaction taken by or on behalf of the corporation that required   the prior authorization or approval of the board of directors or the   officer.                (5)  "Overissue" means the purported issuance of:                      (A)  shares of a class or series in excess of the   number of shares of that class or series that the corporation has   the power to issue under the governing documents of the corporation   and the corporate statute at the time of issuance; or                      (B)  shares of any class or series that are not at   the time of issuance authorized for issuance by the governing   documents of the corporation.                (8)  "Validation effective time" or "effective time of   the validation," with respect to any defective corporate act   ratified under this subchapter, means the latest [later] of:                      (A)  the time at which the defective corporate act   [resolution] submitted to the shareholders for approval [adoption]   under Section 21.905 is approved [adopted] by the shareholders or,   if no shareholder approval is required [for adoption], the time at   which the board of directors adopts the resolutions [notice]   required by Section 21.903 [21.911 is given]; [or]                      (B)  if a certificate of validation is not   required to be filed under Section 21.908, the time, if any,   specified by the board of directors in the resolutions adopted   under Section 21.903, which may not precede the time at which the   resolutions are adopted; or                      (C)  the time at which any certificate of   validation filed under Section 21.908 takes effect in accordance   with Chapter 4.          SECTION 16.  Section 21.903, Business Organizations Code, is   amended to read as follows:          Sec. 21.903.  RATIFICATION OF DEFECTIVE CORPORATE ACT;   ADOPTION OF RESOLUTIONS [RESOLUTION]. (a)  To ratify one or more   [a] defective corporate acts [act], the board of directors of the   corporation shall adopt resolutions [a resolution] stating:                (1)  the defective corporate act or acts to be   ratified;                (2)  the date [time] of each [the] defective corporate   act;                (3)  if the defective corporate act or acts involved   the issuance of putative shares, the number and type of putative   shares issued and the date or dates on which the putative shares   were purportedly issued;                (4)  the nature of the failure of authorization with   respect to each [the] defective corporate act to be ratified; and                (5)  that the board of directors approves the   ratification of the defective corporate act or acts.          (b)  A [The] resolution may also state that, notwithstanding   shareholder approval of the ratification of a defective corporate   act that is a subject of the resolution [the adoption of the   resolution by the shareholders], the board of directors may, with   respect to the defective corporate act [at any time before the   validation effective time], abandon the ratification of the   defective corporate act at any time before the validation effective   time [resolution] without further shareholder action.          SECTION 17.  Section 21.904, Business Organizations Code, is   amended to read as follows:          Sec. 21.904.  QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF   RESOLUTIONS [RESOLUTION]. (a)  The quorum and voting requirements   applicable to the adoption of the resolutions to ratify a defective   corporate act [a resolution] under Section 21.903 are the same as   the quorum and voting requirements applicable at the time of the   adoption of the resolutions [a resolution] 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 directors or of specified directors   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 directors or of   such specified directors must be required for a quorum to be present   or to adopt the resolutions to ratify the defective corporate act   [resolution], as applicable.          (c)  The presence or approval of any director elected,   appointed, or nominated by holders of any class or series of which   no shares are then outstanding, or by any person that is no longer a   shareholder, shall not be required for a quorum to be present or to   adopt the resolutions [resolution].          SECTION 18.  Section 21.905, Business Organizations Code, is   amended to read as follows:          Sec. 21.905.  SHAREHOLDER APPROVAL [ADOPTION] OF RATIFIED   DEFECTIVE CORPORATE ACT [RESOLUTION] REQUIRED; EXCEPTION.  Each   defective corporate act ratified [The resolution adopted] under   Section 21.903 must be submitted to shareholders for approval   [adoption] as provided by Sections 21.906 and 21.907, unless:                (1)  no other provision of the corporate statute, no   provision of the corporation's governing documents, and no   provision of any plan or agreement to which the corporation is a   party would have required shareholder approval of:                      (A)  the defective corporate act to be ratified[,   either] at the time of that defective corporate [the] act; or                      (B)  the type of defective corporate act to be   ratified at the time the board of directors adopts the resolutions   ratifying that defective corporate act under [when the resolution   required by] Section 21.903 [is adopted]; and                (2)  the defective corporate act to be ratified did not   result from a failure to comply with Subchapter M.          SECTION 19.  Section 21.906, Business Organizations Code, is   amended to read as follows:          Sec. 21.906.  NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE   CORPORATE ACT [RESOLUTION] SUBMITTED FOR SHAREHOLDER APPROVAL. (a)     If the ratification of a defective corporate act is required to be   submitted to the shareholders for approval under Section 21.905   [requires that the resolution be submitted to the shareholders for   approval], notice of the time, place, if any, and purpose of the   meeting shall be given at least 20 days before the date of the   meeting to:                (1)  each holder of record, as of the record date of the   meeting, of valid shares and putative shares, regardless of whether   the shares are voting or nonvoting, at the address of the holder as   it appears or most recently appeared, as appropriate, on the   corporation's records; and                (2)  [.          [(b)  Notice under this section shall be given to] each   holder of record of valid shares and putative shares, regardless of   whether the shares are voting or nonvoting, as of the time of the   defective corporate act, except that notice is not required to be   given to a holder whose identity or address cannot be ascertained   from the corporation's records.          (b) [(c)]  The notice must contain:                (1)  copies [a copy] of the resolutions adopted by the   board of directors under Section 21.903 or the information   contained in those resolutions as required by that section   [resolution]; and                (2)  a statement that, on shareholder approval of the   ratification of the defective corporate act or putative shares made   in accordance with this subchapter, the holder's rights to   challenge the defective corporate act or putative shares are   limited to an action claiming [the following must be brought not   later than the 120th day of the validation effective time:                      [(A)     any claim that the defective corporate act   or putative shares ratified under this subchapter are void or   voidable due to the identified failure of authorization; or                      [(B)  any claim] that a [the district] court of   appropriate jurisdiction, in its discretion, should declare:                      (A)  that the [a] ratification [made in accordance   with this subchapter] not take effect or that it take effect only on   certain conditions, if that action is filed with the court not later   than the 120th day after the applicable validation effective time;   or                      (B)  that the ratification was not accomplished in   accordance with this subchapter.          SECTION 20.  Section 21.907, Business Organizations Code, is   amended to read as follows:          Sec. 21.907.  SHAREHOLDER MEETING; QUORUM AND VOTING. (a)     At the shareholder meeting, the quorum and voting requirements   applicable to the approval of the ratification [adoption] of a   defective corporate act [the resolution] under Section 21.905 are   [shall be] the same as the quorum and voting requirements   applicable at the time of the approval [such adoption] by the   shareholders of the ratification for the type of ratified defective   corporate act proposed to be approved [ratified], except as   provided by this section.          (b)  If the presence or approval of a larger number or   portion of shares or of any class or series of shares or of   specified shareholders would have been required for a quorum to be   present or to approve the defective corporate act, as applicable,   by the corporation's governing documents, 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 shares or of the class or series of shares or of such specified   shareholders shall be required for a quorum to be present or to   approve the ratification of the defective corporate act [adopt the   resolution], as applicable, except that the presence or approval of   shares of any class or series of which no shares are then   outstanding, or of any person that is no longer a shareholder, is   [shall] not [be] required.          (c)  The approval by the shareholders of the ratification of   [adoption of a resolution to ratify] the election of a director   requires the affirmative vote of the majority of shares present at   the meeting and entitled to vote on the election of the director at   the time of the approval, unless the governing documents of the   corporation then in effect or in effect at the time of the defective   election require or required a larger number or portion of shares or   of any class or series of shares or of specified shareholders to   elect the director, in which case the affirmative vote of the larger   number or portion of shares or of the class or series of shares or of   the specified shareholders is required to ratify the election of   the director, except that the presence or approval of shares of any   class or series of which no shares are then outstanding, or of any   person that is no longer a shareholder, is not required.          (d)  If a failure of authorization results from the failure   to comply with Subchapter M, the approval of the ratification of the   defective corporate act requires the vote set forth by Section   21.606(2), regardless of whether that vote would have otherwise   been required.          (e)  Putative shares on the record date for determining   shareholders entitled to vote on any matter submitted to   shareholders under Section 21.905 are not entitled to be counted   for voting or quorum purposes in any vote to approve the   ratification of any defective corporate act, regardless of any   ratification that becomes effective after the record date.          SECTION 21.  Section 21.908, Business Organizations Code, is   amended to read as follows:          Sec. 21.908.  CERTIFICATE OF VALIDATION. (a)  If a [the]   defective corporate act ratified under this subchapter would have   required under any other provision of the corporate statute the   filing of a filing instrument or other document with the filing   officer, the corporation[, instead of filing the filing instrument   or other document otherwise required by this code,] shall file a   certificate of validation with respect to the defective corporate   act in accordance with Chapter 4, regardless of whether a filing   instrument or other document was previously filed with respect to   the defective corporate act.  The filing of another filing   instrument or document is not required.          (a-1)  A separate certificate of validation is required for   each defective corporate act for which a certificate of validation   is required under this section, except that:                 (1)  two or more defective corporate acts may be   included in a single certificate of validation if the corporation   filed, or to comply with the applicable provisions of this code   could have filed, a single filing instrument or other document   under another provision of this code to effect the acts;                 (2)  a single certificate of validation may be filed to   amend the certificate of formation of the corporation to establish   a new class or series of shares or to increase the number of   authorized shares of any class or series of shares, in order to cure   multiple previous overissues of the shares of the class or series;   and                (3)  a single certificate of validation may be filed to   amend the corporation's certificate of formation to establish two   or more new classes or series of shares, to increase the number of   authorized shares of two or more classes or series of shares, or to   establish one or more new classes or series of shares and increase   the number of authorized shares of one or more classes or series of   shares, in order to cure multiple previous overissues of the shares   of all the classes and series that are the subjects of the   certificate of validation.          (a-2)  A certificate of validation described by Subsection   (a-1)(2) is effective as of the first overissue of the shares of the   class or series that is the subject of the certificate of   validation.          (a-3)  A certificate of validation described by Subsection   (a-1)(3) is effective as to each class or series that is a subject   of the certificate of validation as of the first overissue of the   shares of the class or series.          (b)  The certificate of validation must include [set forth]:                (1)  each defective corporate act that is a subject of   the certificate of validation, including:                      (A)  for a defective corporate act involving the   issuance of putative shares, the number and type of putative shares   issued and the date or dates on which the putative shares were   purported to have been issued;                      (B)  the date of the defective corporate act; and                      (C)  the nature of the failure of authorization   with respect to the defective corporate act [a copy of the   resolution adopted in accordance with Sections 21.903 and 21.904,   the date of adoption of the resolution by the board of directors   and, if applicable, the date of adoption by the shareholders, and a   statement that the resolution was adopted in accordance with this   subchapter];                (2)  a statement that each defective corporate act was   ratified in accordance with this subchapter, including:                      (A)  the date on which the board of directors   ratified each defective corporate act; and                      (B)  the date, if any, on which the shareholders   approved the ratification of each defective corporate act; and                (3)  as appropriate:                      (A)  if a filing instrument [or document] was   previously filed with a filing officer under the corporate statute   with [in] respect to [of] the defective corporate act and no change   to the filing instrument is required to give effect to the defective   corporate act as ratified in accordance with this subchapter:                            (i)  the name, [the] title, and filing date   [of filing] of the previously filed [prior] filing instrument and   of any certificate of correction to the filing instrument; and                            (ii)  a statement that a copy of the   previously filed filing instrument, together with [or document and]   any [articles or] certificate of correction to the filing   instrument, is attached as an exhibit to the certificate of   validation [filing instrument]; [and]                      (B)  if a filing instrument was previously filed   with a filing officer under the corporate statute with respect to   the defective corporate act and the filing instrument requires any   change to give effect to the defective corporate act as ratified in   accordance with this subchapter, including a change to the date and   time of the effectiveness of the filing instrument:                            (i)  the name, title, and filing date of the   previously filed filing instrument and of any certificate of   correction to the filing instrument;                            (ii)  a statement that a filing instrument   containing all the information required to be included under the   applicable provisions of this code to give effect to the ratified   defective corporate act is attached as an exhibit to the   certificate of validation; and                            (iii)  the date and time that the attached   filing instrument is considered to have become effective under this   subchapter; or                      (C)  if a filing instrument was not previously   filed with a filing officer under the corporate statute with   respect to the defective corporate act and the defective corporate   act as ratified under this subchapter would have required under the   other applicable provisions of this code the filing of a filing   instrument in accordance with Chapter 4, if the defective corporate   act had occurred when this code was in effect:                            (i)  a statement that a filing instrument   containing all the information required to be included under the   applicable provisions of this code to give effect to the defective   corporate act, as if the defective corporate act had occurred when   this code was in effect, is attached as an exhibit to the   certificate of validation; and                            (ii)  the date and time that the attached   filing instrument is considered to have become effective under this   subchapter                [(3)     the provisions that would be required under any   other section of this code to be included in the filing instrument   that otherwise would have been required to be filed with respect to   the defective corporate act under this code].          (c)  A filing instrument attached to a certificate of   validation under Subsection (b)(3)(B) or (b)(3)(C) does not need to   be executed separately and does not need to include any statement   required by any other provision of this code that the instrument has   been approved and adopted in accordance with that provision.          SECTION 22.  Section 21.909, Business Organizations Code, is   amended to read as follows:          Sec. 21.909.  ADOPTION OF RESOLUTIONS [RESOLUTION]; EFFECT   ON DEFECTIVE CORPORATE ACT.  On or after the validation effective   time, unless determined otherwise in an action brought under   Section 21.914 and subject to Section 21.907(e), each defective   corporate act ratified in accordance with this subchapter [set   forth in the resolution adopted under Sections 21.903 and 21.904]   may not be considered void or voidable as a result of the [a]   failure of authorization described by [identified in] the   resolutions adopted under Sections 21.903 and 21.904 [resolution],   and the effect shall be retroactive to the time of the defective   corporate act.          SECTION 23.  Section 21.910, Business Organizations Code, is   amended to read as follows:          Sec. 21.910.  ADOPTION OF RESOLUTIONS [RESOLUTION]; EFFECT   ON PUTATIVE SHARES.  On or after the validation effective time,   unless determined otherwise in an action brought under Section   21.914 and subject to Section 21.907(e), each putative share or   fraction of a putative share issued or purportedly issued pursuant   to a [the] defective corporate act ratified in accordance with this   subchapter and described by [identified in] the resolutions   [resolution] adopted under Sections 21.903 and 21.904 may not be   considered void or voidable [as a result of a failure of   authorization identified in the resolution] and [, in the absence   of any failure of authorization not ratified,] is considered to be   an identical share or fraction of a share outstanding as of the time   it was purportedly issued.          SECTION 24.  The heading to Section 21.911, Business   Organizations Code, is amended to read as follows:          Sec. 21.911.  NOTICE TO SHAREHOLDERS FOLLOWING RATIFICATION   OF DEFECTIVE CORPORATE ACT [ADOPTION OF RESOLUTION].          SECTION 25.  Section 21.911, Business Organizations Code, is   amended by amending Subsections (a), (d), (e), and (f) and adding   Subsection (g) to read as follows:          (a)  For each defective corporate act ratified by the board   of directors under Sections 21.903 and 21.904, notice [Notice] of   the ratification [adoption of a resolution under this subchapter]   shall be given promptly to:                (1)  each holder of valid shares and putative shares,   regardless of whether the shares are voting or nonvoting, as of the   date the board of directors adopted the resolutions ratifying the   defective corporate act [resolution]; or                (2)  each holder of valid shares and putative shares,   regardless of whether the shares are voting or nonvoting, as of a   date not later than the 60th day after the date of adoption [on   which the resolution is adopted], as established by the board of   directors.          (d)  The notice must contain:                (1)  copies [a copy] of the resolutions adopted by the   board of directors under Section 21.903 or the information   contained in those resolutions [resolution]; and                (2)  a statement that, on ratification of the defective   corporate act or putative shares made in accordance with this   subchapter, the holder's rights to challenge the defective   corporate act or putative shares are limited to an action claiming   [the following must be brought not later than the 120th day of the   validation effective time:                      [(A)     any claim that the defective corporate act   or putative shares ratified under this subchapter are void or   voidable due to the identified failure of authorization; or                      [(B)  any claim] that a [the district] court of   appropriate jurisdiction, in its discretion, should declare:                      (A)  that the [a] ratification [made in accordance   with this subchapter] 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):                (1)  [,] notice is not required to be given under this   section to a person if notice of the ratification of the defective   corporate act [resolution] is given to that person in accordance   with Section 21.906; and                (2)  for a corporation that has a class of stock listed   on a national securities exchange, the notice required by this   section may be considered given if the information contained in the   notice is disclosed in a document publicly filed by the corporation   with the Securities and Exchange Commission under Section 13, 14,   or 15(d), Securities Exchange Act of 1934 (15 U.S.C. Section 78m,   78n, or 78o(d)), and any rules promulgated under that Act.          (f)  For purposes of Sections 21.905, [Section] 21.906, and   21.907 and this section, notice to holders of putative shares and   notice to holders of valid shares and putative shares as of the time   of the defective corporate act shall be treated as notice to holders   of valid shares for purposes of Sections 6.051, 6.052, 6.053,   6.201, 6.202, 6.203, 6.204, 6.205, 21.353, and 21.3531.          (g)  If the ratification of a defective corporate act has   been approved by shareholders acting under Section 6.202, the   notice required by this section may be included in any notice   required to be given under Section 6.202(d) and, if included:                (1)  shall be sent to the shareholders entitled to the   notice under Section 6.202(d); and                (2)  is not required to be sent to shareholders who   signed a consent described by Section 6.202(b).          SECTION 26.  Section 21.913(a), Business Organizations   Code, is amended to read as follows:          (a)  Ratification of an act or transaction under this   subchapter or validation of an act or transaction as provided by   Sections 21.914 through 21.917 is not the exclusive means of   ratifying or validating any act or transaction taken by or on behalf   of the corporation, including any defective corporate act or any   issuance of putative shares or other shares, or of adopting or   endorsing any act or transaction taken by or in the name of the   corporation before the corporation exists.          SECTION 27.  Section 21.917, Business Organizations Code, is   amended by amending Subsection (b) and adding Subsection (c) to   read as follows:          (b)  Notwithstanding any other provision of this   subchapter[, the following may not be brought after the expiration   of the 120th day of the validation effective time]:                (1)  an action claiming [asserting] that a defective   corporate act or putative shares [ratified in accordance with this   subchapter] are void or voidable due to a failure of authorization   identified in the resolutions [resolution] adopted in accordance   with Section 21.903 may not be filed in or must be dismissed by any   court after the applicable validation effective time; and [or]                (2)  an action claiming [asserting] that a [the   district] court of appropriate jurisdiction, in its discretion,   should declare that a ratification in accordance with this   subchapter not take effect or that the ratification take effect   only on certain conditions may not be filed with the court after the   expiration of the 120th day after the later of the validation   effective time or the time that any notice required to be given   under Section 21.911 is given with respect to the ratification.          (c)  Except as otherwise provided by a corporation's   governing documents, for purposes of this section, notice under   Section 21.911 that is:                (1)  mailed is considered to be given on the date the   notice is deposited in the United States mail with postage paid in   an envelope addressed to the holder at the holder's address   appearing or most recently appearing, as appropriate, in the   records of the corporation; and                (2)  transmitted by facsimile or electronic message is   considered to be given when the facsimile or electronic message is   transmitted to a facsimile number or an electronic message address   provided by the holder, or to which the holder consents, for the   purpose of receiving notice.          SECTION 28.  Section 22.154(a), Business Organizations   Code, is amended to read as follows:          (a)  If the board of directors of a corporation fails to call   the annual meeting of members when required, a member of the   corporation may demand that the meeting be held within a reasonable   time.  The demand must be made in writing and sent to an officer of   the corporation by certified or registered mail, return receipt   requested, or by other means specified in the corporation's   governing documents.          SECTION 29.  Section 22.214, Business Organizations Code, is   amended to read as follows:          Sec. 22.214.  ACTION BY DIRECTORS. The act of a majority of   the directors present in person or by proxy 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.          SECTION 30.  Section 22.227, Business Organizations Code, is   amended to read as follows:          Sec. 22.227.  DISSENT TO OR ABSTENTION FROM ACTION. (a) A   director of a corporation who is present at a meeting of the board   of directors at which action is taken on a corporate matter   described by Section 22.226(a) is presumed to have assented to the   action unless:                (1)  the director's dissent or abstention has been   entered in the minutes of the meeting;                (2)  the director has filed a written dissent or   abstention with respect to the action with the person acting as the   secretary of the meeting before the meeting is adjourned; or                (3)  the director has sent [a written dissent by   registered mail] to the secretary of the corporation, within a   reasonable time [immediately] after the meeting has been adjourned,   a written dissent or abstention by:                      (A)  certified or registered mail, return receipt   requested; or                      (B)  other means specified in the corporation's   governing documents.          (b)  The right to dissent or abstain under this section does   not apply to a director who voted in favor of the action.          SECTION 31.  Section 200.251, Business Organizations Code,   is amended by amending Subsection (b) and adding Subsection (b-1)   to read as follows:          (b)  If the annual meeting is not held at the designated   time, a shareholder may [by certified or registered mail] make a   written request to an officer or trust manager of the real estate   investment trust that the meeting be held within a reasonable time.   The request calling for the meeting must be made by:                (1)  certified or registered mail, return receipt   requested; or                (2)  other means specified in the real estate   investment trust's governing documents.          (b-1)  If the annual meeting is not called before the 61st   day after the date the written request calling for a meeting is made   under Subsection (b), any shareholder may bring suit at law or in   equity to compel the meeting to be held.          SECTION 32.  Sections 251.354(a) and (b), Business   Organizations Code, are amended to read as follows:          (a)  If a cooperative association required by Section   251.353 to file a copy of a report with the secretary of state does   not file the report within the prescribed time, the secretary of   state shall send written notice of the requirement [by registered   mail] to the cooperative association at [. The notice must be sent   to] the cooperative association's principal office not later than   the 60th day after the date the report becomes due.          (b)  If a cooperative association [is] required by Section   251.353 to file a report at the cooperative association's [its]   registered office, but not with the secretary of state, [and] fails   to file the report within the prescribed time, the secretary of   state or any member of the cooperative association may send written   notice of the requirement [by registered mail] to the cooperative   association's principal office.          SECTION 33.  Section 252.017(b), Business Organizations   Code, is amended to read as follows:          (b)  Chapters 1, [and] 4, and 10 and, if a nonprofit   association designates an agent for service of process, Subchapter   E, Chapter 5, apply to a nonprofit association.          SECTION 34.  Chapter 252, Business Organizations Code, is   amended by adding Section 252.018 to read as follows:          Sec. 252.018.  MERGERS AND CONVERSIONS. A nonprofit   association may effect a merger or conversion by complying with the   applicable provisions of Chapter 10 and the nonprofit association's   governing documents.          SECTION 35.  Chapter 402, Business Organizations Code, is   amended by adding Section 402.015 to read as follows:          Sec. 402.015.  PERPETUAL DURATION OF OLD CORPORATIONS. (a)   Notwithstanding any provision in the articles of incorporation   limiting the period of duration of a domestic for-profit   corporation formed before September 6, 1955, the period of duration   of the corporation became perpetual on May 2, 1979, if the   corporation was in existence according to the records of the   secretary of state on May 2, 1979. A corporation described by this   subsection may amend the corporation's articles of incorporation or   certificate of formation, as applicable, to limit the corporation's   period of duration after May 2, 1979.          (b)  Notwithstanding a provision in the articles of   incorporation limiting the period of duration of a domestic   nonprofit corporation formed before August 10, 1959, the period of   duration of the corporation became perpetual on May 2, 1979, if the   corporation was in existence according to the records of the   secretary of state on May 2, 1979. A corporation described by this   subsection may amend the corporation's articles of incorporation or   certificate of formation, as applicable, to limit the corporation's   period of duration after May 2, 1979.          SECTION 36.  This Act takes effect September 1, 2017.