Title BO, Business Organizations Code

Sec. 200.251. ANNUAL MEETING. (a) An annual meeting of the shareholders of a real estate investment trust shall be held at a time that is stated in or set in accordance with the bylaws of the real estate investment trust. (b) If the annual meeting is not held at the designated ti…

Sec. 200.252. SPECIAL MEETINGS. A special meeting of the shareholders of a real estate investment trust may be called by: (1) a trust manager, an officer of the real estate investment trust, or any other person authorized to call special meetings by the certificate of formation o…

Sec. 200.253. NOTICE OF MEETING. (a) Written notice of a meeting in accordance with Section 6.051 shall be given to each shareholder entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice shall be given…

Sec. 200.254. CLOSING OF SHARE TRANSFER RECORDS. Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a meeting of shareholders shall remain closed for at least 10 days immediat…

Sec. 200.255. RECORD DATE FOR WRITTEN CONSENT TO ACTION. The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the trust managers adopt the resolution setting the record date. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. …

Sec. 200.256. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION. The record date provided by the trust managers in accordance with Section 6.101 must be at least 10 days before the date on which the particular action requiring the determination of shareholders is to be…

Sec. 200.257. QUORUM. (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a real estate investment trust that are present or represented by proxy at the meeting are a quorum for the consideration of a matte…

Sec. 200.258. VOTING IN ELECTION OF TRUST MANAGERS. (a) Subject to Subsection (b), trust managers of a real estate investment trust shall be elected by two-thirds of the votes cast by the holders of shares entitled to vote in the election of trust managers at a meeting of shareho…

Sec. 200.259. CUMULATIVE VOTING IN ELECTION OF TRUST MANAGERS. (a) Cumulative voting is allowed only if specifically authorized by the certificate of formation of a real estate investment trust. (b) Cumulative voting occurs when a shareholder: (1) gives one candidate as many vote…

Sec. 200.260. VOTING ON MATTERS OTHER THAN ELECTION OF TRUST MANAGERS. (a) Subject to Subsection (b), with respect to a matter other than the election of trust managers or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote…

Sec. 200.261. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation, including an amendment required for cancellation of an event requiring winding up in accordance with Section 11.152(b); (2…

Sec. 200.262. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS. (a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by this code, the certificate of formation of a real estate investment trust ma…

Sec. 200.263. NUMBER OF VOTES PER SHARE. (a) Except as provided by the certificate of formation of a real estate investment trust or this title or Title 1, each outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a shareholders' m…

Sec. 200.264. VOTING IN PERSON OR BY PROXY. (a) A shareholder may vote in person or by proxy executed in writing by the shareholder. (b) A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder, or a photographi…

Sec. 200.265. TERM OF PROXY. A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 200.266. REVOCABILITY OF PROXY. (a) In this section, a "proxy coupled with an interest" includes the appointment as proxy of: (1) a pledgee; (2) a person who purchased or agreed to purchase the shares subject to the proxy; (3) a person who owns or holds an option to purchase…

Sec. 200.267. ENFORCEABILITY OF PROXY. (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if: (1) the proxy is noted conspicuously on the certificate representing the shares subject to the proxy; or (2) i…

Sec. 200.268. PROCEDURES IN BYLAWS RELATING TO PROXIES. A real estate investment trust may establish in the bylaws of the real estate investment trust procedures consistent with this code for determining the validity of proxies and determining whether shares held of record by a b…

Sec. 200.301. MANAGEMENT BY TRUST MANAGERS. The control, operation, disposition, investment, and management of the trust estate and the powers necessary or appropriate to effect any purpose for which a real estate investment trust is organized are vested in one or more trust mana…

Sec. 200.302. DESIGNATION OF TRUST MANAGERS. (a) The certificate of formation of a real estate investment trust must contain the name of each trust manager. (b) A successor trust manager must be selected in accordance with the certificate of formation. The selection of a successo…

Sec. 200.303. TRUST MANAGER ELIGIBILITY REQUIREMENTS. A trust manager of a real estate investment trust must be an individual. Unless the certificate of formation or bylaws of a real estate investment trust provide otherwise, a person is not required to be a resident of this stat…

Sec. 200.304. NUMBER OF TRUST MANAGERS. (a) The certificate of formation or bylaws of the real estate investment trust shall set the number of trust managers or provide for the manner of determining the number of trust managers, except that the certificate of formation shall set …

Sec. 200.305. COMPENSATION. A trust manager or officer of a real estate investment trust is entitled to receive compensation set by or in the manner provided by the certificate of formation or bylaws of the real estate investment trust. If the certificate of formation or bylaws d…

Sec. 200.306. TERM OF TRUST MANAGER. (a) Except as provided by the certificate of formation or bylaws of a real estate investment trust, a trust manager of the real estate investment trust serves until the trust manager's successor is elected. (b) A trust manager may succeed hims…

Sec. 200.307. STAGGERED TERMS OF TRUST MANAGERS. (a) A governing document of a real estate investment trust may provide that all or some of the board of trust managers may be divided into two or three classes. Each class must include the same or a similar number of trust managers…

Sec. 200.308. VACANCY. (a) Except as provided by Subsection (b), a vacancy occurring in the office of a trust manager of a real estate investment trust may be filled by the affirmative vote of the majority of the remaining trust managers, even if the majority of trust managers co…

Sec. 200.309. NOTICE OF MEETING. (a) Regular meetings of the trust managers of a real estate investment trust may be held with or without notice as prescribed by the real estate investment trust's bylaws. (b) Special meetings of the trust managers shall be held with notice as pre…

Sec. 200.310. QUORUM. A quorum of the board of trust managers of a real estate investment trust is the majority of the number of trust managers unless the certificate of formation or bylaws require a greater number. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 200.311. COMMITTEES OF TRUST MANAGERS. (a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority of the trust managers, may designate: (1) committees composed of one or more trust ma…

Sec. 200.312. LIABILITY OF TRUST MANAGERS. (a) A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate investment trust to its shareholders during the liquidation of the real estate investment trust without th…

Sec. 200.313. STATUTE OF LIMITATIONS ON CERTAIN ACTION AGAINST TRUST MANAGERS. An action may not be brought against a trust manager of a real estate investment trust under Section 200.312 after the second anniversary of the date the alleged act giving rise to the liability occurr…

Sec. 200.314. IMMUNITY FROM LIABILITY FOR PERFORMANCE OF DUTY. A trust manager of a real estate investment trust may not be held liable to the real estate investment trust for an act, omission, loss, damage, or expense arising from the performance of the trust manager's duties un…

Sec. 200.315. RIGHT OF CONTRIBUTION. A trust manager who is liable for a claim asserted under Section 200.312 is entitled to receive contribution from each of the other trust managers who are liable with respect to that claim in an amount appropriate to achieve equity. Acts 2003,…

Sec. 200.316. OFFICERS. (a) An officer of a real estate investment trust designated by the trust managers under Section 3.103 may exercise all of the powers of a trust manager relating to the business and affairs of the real estate investment trust, unless action by the trust man…

Sec. 200.317. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED TRUST MANAGERS AND OFFICERS. (a) This section applies to a contract or transaction between a real estate investment trust and: (1) one or more trust managers or officers, or one or more affiliates or associates of one o…

Sec. 200.351. INVESTMENTS. A trust manager or officer of a real estate investment trust has complete discretion with respect to the investment of the trust estate unless the investment is contrary to or inconsistent with: (1) this chapter; (2) a provision of the Internal Revenue …

Sec. 200.401. DEFINITIONS. In this subchapter: (1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions. (2) "Sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposi…

Sec. 200.402. APPROVAL OF MERGER. (a) A real estate investment trust that is a party to the merger under Chapter 10 must approve the merger by complying with this section. (b) The trust managers of the real estate investment trust shall adopt a resolution that: (1) approves the p…

Sec. 200.403. APPROVAL OF CONVERSION. (a) A real estate investment trust must approve a conversion under Chapter 10 by complying with this section. (b) The trust managers of the real estate investment trust shall adopt a resolution that approves the plan of conversion and: (1) re…

Sec. 200.404. APPROVAL OF EXCHANGE. (a) A real estate investment trust the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by complying with this section. (b) The trust managers shall adopt a resolution that approves the plan of exchan…

Sec. 200.405. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS. (a) Except as provided by the certificate of formation of a domestic real estate investment trust, a sale, lease, pledge, mortgage, assignment, transfer, or other conveyance of an interest in real property or o…

Sec. 200.406. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION. (a) If a fundamental business transaction involving a real estate investment trust is required to be submitted to the shareholders of the real estate investment trust under this su…

Sec. 200.407. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION. (a) Except as provided by this code or the certificate of formation or bylaws of a real estate investment trust in accordance with Section 200.261, the affirmative vote of the holders of at l…

Sec. 200.408. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS. (a) Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of merger or conversion if: (1) the plan of merger or conversion contains…

Sec. 200.409. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS. (a) Unless required by the real estate investment trust's certificate of formation, a plan of merger is not required to be approved by the shareholders of a real estate investment trust i…

Sec. 200.410. RIGHTS OF DISSENT AND APPRAISAL. A shareholder of a domestic real estate investment trust has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, …