Title BO, Business Organizations Code

Sec. 251.052. AMENDMENT OF CERTIFICATE OF FORMATION. (a) The board of directors of a cooperative association may propose an amendment to the cooperative association's certificate of formation by a two-thirds vote of the board members. The members of a cooperative association may …

Sec. 251.053. BYLAWS. (a) Unless the certificate of formation or bylaws of a cooperative association require a greater majority, the bylaws may be adopted, amended, or repealed by a majority vote of the cooperative association's members voting on the matter. (b) Except as provide…

Sec. 251.054. RESTATED CERTIFICATE OF FORMATION. (a) The board of directors of a cooperative association may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the procedure to amend the association's certificate of formation provided b…

Sec. 251.101. BOARD OF DIRECTORS. (a) Except as provided by Subsections (b) and (c), a cooperative association is managed by a board of directors in accordance with Chapter 22. (b) The board shall contain at least five directors elected by and from the cooperative association's m…

Sec. 251.102. OFFICERS. (a) The directors of a cooperative association shall annually elect, unless otherwise provided by the bylaws, the following officers for the cooperative association: (1) a president; (2) one or more vice presidents; and (3) a secretary and treasurer or a s…

Sec. 251.103. REMOVAL OF DIRECTORS AND OFFICERS. (a) A director or officer of a cooperative association may be removed from office in the manner provided by the certificate of formation or bylaws of the cooperative association. (b) If the certificate of formation or bylaws do not…

Sec. 251.104. REFERENDUM. (a) The certificate of formation or bylaws of a cooperative association may provide for a referendum on any action undertaken by the cooperative association's board of directors if the referendum is: (1) requested by petition of 10 percent or more of all…

Sec. 251.151. ELIGIBILITY AND ADMISSION. A person, an unincorporated group or other person organized on a cooperative basis, or a nonprofit group may be admitted to membership in a cooperative association only if the person meets the qualifications for eligibility stated in the c…

Sec. 251.152. EXPULSION. (a) A member of a cooperative association may be expelled by the vote of a majority of the cooperative association's members voting at a regular or special meeting. (b) Not later than the 11th day before the date of the meeting, the cooperative associatio…

Sec. 251.153. SUBSCRIBERS. (a) A person is a subscriber of a cooperative association only if the person is: (1) eligible for membership in the cooperative association under Section 251.151; and (2) legally obligated to purchase a share or membership in the cooperative association…

Sec. 251.154. LIABILITY. (a) Except as provided by Subsection (b), a member or subscriber of a cooperative association is not jointly or severally liable for a debt of the cooperative association. A subscriber is liable for any unpaid amount on the subscriber's membership certifi…

Sec. 251.201. SHARE AND MEMBERSHIP CERTIFICATES: ISSUANCE AND CONTENTS. (a) A cooperative association may not issue a certificate for membership capital or for invested capital until any par value of the certificate has been paid in full. (b) Each certificate for membership capit…

Sec. 251.202. TRANSFER OF SHARES AND MEMBERSHIP; WITHDRAWAL. (a) A member who decides to withdraw from a cooperative association shall make a written offer to sell the member's membership certificates to the cooperative association's board of directors. (b) Not later than the 90t…

Sec. 251.203. SHARE AND MEMBERSHIP CERTIFICATES; RECALL. (a) The bylaws of a cooperative association may authorize the cooperative association's board of directors to recall during a specified time and in accordance with the bylaws the membership certificates of a member who fail…

Sec. 251.204. CERTIFICATES; ATTACHMENT. The minimum amount necessary for membership in a cooperative association, not to exceed $50, is exempt from attachment, execution, or garnishment for the debts of a member of a cooperative association. If a member's holdings are subject to …

Sec. 251.251. MEETINGS. (a) Regular meetings of members of a cooperative association shall be held at least once a year as prescribed by the cooperative association's bylaws. (b) A special meeting of the members of a cooperative association may be requested by a majority vote of …

Sec. 251.252. NOTICE OF SPECIAL MEETING. The notice of a special meeting of the members of a cooperative association shall state the purpose of the meeting. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 251.253. MEETINGS BY UNITS OF MEMBERSHIP. (a) The certificate of formation or bylaws of a cooperative association may provide for the holding of meetings by units of the membership of the cooperative association and may provide for: (1) a method of transmitting the votes cas…

Sec. 251.254. ONE MEMBER--ONE VOTE. (a) Except as provided by Subsection (b), a member of a cooperative association has one vote. (b) If a cooperative association includes among its membership another cooperative association or a group that is organized on a cooperative basis, th…

Sec. 251.255. NO PROXY. A member is not entitled to vote by proxy. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 251.256. VOTING BY MAIL. (a) The certificate of formation or bylaws of a cooperative association may contain the procedures in Subsection (b) or (c), or both, for voting by mail. (b) With notice of a meeting sent to members of the cooperative association, the secretary may i…

Sec. 251.257. VOTING BY MAIL OR BY DELEGATES. (a) If a cooperative association has provided for voting by mail or by delegates, a provision of this chapter referring to votes cast by members of the cooperative association applies to votes cast by mail or by delegates. (b) A deleg…

Sec. 251.301. LIMITATIONS ON RETURN ON CAPITAL. (a) Except as otherwise provided by the cooperative association's bylaws, an investment dividend of a cooperative association may not be cumulative and may not exceed eight percent of investment capital. (b) Total investment dividen…

Sec. 251.302. ALLOCATION AND DISTRIBUTION OF NET SAVINGS. (a) At least once each year the members or directors of a cooperative association, as provided by the certificate of formation or bylaws of the cooperative association, shall apportion the net savings of the cooperative as…

Sec. 251.351. RECORDKEEPING. A cooperative association shall keep books and records relating to the cooperative association's business operation in accordance with standard accounting practices. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 251.352. REPORTS TO MEMBERS. (a) A cooperative association shall submit a written report to its members at the annual meeting of the cooperative association. The annual report must contain: (1) a balance sheet; (2) an income and expense statement; (3) the amount and nature o…

Sec. 251.401. VOLUNTARY WINDING UP AND TERMINATION. (a) A cooperative association may wind up and terminate its affairs in accordance with Chapter 11 and Sections 22.301-22.303. (b) If a cooperative association is directed to wind up and liquidate its affairs, three members of th…

Sec. 251.402. EXECUTION OF CERTIFICATE OF TERMINATION. An officer of a cooperative association or one or more of the persons designated as a liquidating trustee under Section 251.401 shall execute the certificate of termination on behalf of the cooperative association. Acts 2003,…

Sec. 251.403. DISTRIBUTION OF ASSETS. Subject to Sections 11.052 and 11.053(a), the trustees designated under Section 251.401 shall distribute the cooperative association's assets in the following order: (1) by returning the par value of the investors' capital to investors; (2) b…

Sec. 251.404. INVOLUNTARY TERMINATION. A suit for involuntary termination of a cooperative association organized under this chapter may be instituted for the causes and prosecuted in the manner provided by Chapter 11. The assets of a cooperative association that is involuntarily …

Sec. 251.451. EXEMPTION FROM TAXES. A cooperative association organized under this chapter is exempt from the franchise tax and license fees imposed by the state or a political subdivision of the state, except that a cooperative association is exempt from the franchise tax impose…

Sec. 251.452. USE OF NAME "COOPERATIVE." (a) Only a cooperative association governed by this chapter, a group organized on a cooperative basis under another law of this state, or a foreign entity operating on a cooperative basis and authorized to do business in this state may use…