Tex. Bus. Orgs. Code § 22.253 · Subchapter F. FUNDAMENTAL BUSINESS TRANSACTIONS
MEETING OF MEMBERS; NOTICE.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d) a written notice stating that the purpose or one of the purposes of the meeting is to consider the plan of merger or the sale of all or substantially all of the assets of the corporation. The notice must be given in the time and manner provided by Chapter 6 and this chapter for giving notice of a meeting to members.
(b) A vote of members entitled to vote at the meeting shall be taken on the plan of merger or the resolution authorizing the sale of all or substantially all of the assets of the corporation. The members must approve the plan or resolution by the vote required by Section 22.164.
(c) For a meeting to vote on a plan of merger, the notice of the meeting must contain the plan of merger or a summary of the plan of merger.
(d) For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws of the corporation.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
- Text hash
- sha256 09544eb03c9a48a1e07f012524e2b67e64fa740fd986ec0f5de9947a76bac2fd
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code ch. 6MEETINGS AND VOTING FOR DOMESTIC ENTITIESPrinted as Chapter 6
- Tex. Bus. Orgs. Code § 22.164VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 22.164
- Tex. Bus. Orgs. Code § 22.202MANAGEMENT BY MEMBERS.Printed as Section 22.202
- Tex. Bus. Orgs. Code § 22.251APPROVAL OF MERGER.Printed as Section 22.251(c)
- Tex. Bus. Orgs. Code § 22.252APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.Printed as Section 22.252(c)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.