Texas: Corporate Board Meeting and Written-Consent Requirements

Requirements one by one

The board is the governing body, but the documents still matter

Section 21.401 gives the board the ordinary management role: it must “exercise
or authorize the exercise of the powers of the corporation” and “direct the
management of the business and affairs of the corporation.” Section 21.403
then makes the certificate of formation and bylaws central to board size. That
matters because Texas measures quorum against the number established through
those documents, not merely the directors who happen to attend.

The caller can set a Texas or out-of-state place

Section 6.001 lets the governing documents, the person calling the meeting, or
all persons entitled to notice set the place, and the place may be inside or
outside Texas. The general board provisions do not supply a default caller,
adjournment procedure, or emergency-board route for an ordinary corporation,
so those points must come from the current bylaws or other governing authority.

Notice is a bylaw question, not a fixed statutory countdown

Section 21.411 says regular meetings may be held with or without notice “as
prescribed by the corporation's bylaws,” while special meetings require the
notice prescribed there. Unless the bylaws require it, the notice need not
state the business or purpose. Section 6.051 still requires a notice that is
given to state the date and time plus either the physical location or the
remote system and access method.

Under § 21.412, a director can sign a waiver before or after the meeting.
Attendance also waives notice unless the director attends expressly to object
that the meeting was not lawfully called or convened.

A remote meeting must allow real-time communication

Section 6.002 permits telephone, video, Internet, or another suitable system
only if every participant can communicate with every other participant. If a
vote will occur, the corporation must use reasonable identity-verification
measures and keep a record of the vote or other action. Section 6.003 treats a
remote participant as present unless that person participates solely to object
that the meeting was not lawfully called or convened.

This is a synchronous meeting rule. An email chain that does not let every
director communicate with all others in real time should be analyzed under the
written-consent route instead.

Quorum and approval use different denominators

Section 21.403 permits one or more directors and makes the certificate or
bylaws the source of the board's established number. Under § 21.413, the
default quorum is a majority of that number. The documents may require a
different number or portion, but never less than one-third.

Once quorum exists, § 21.415 measures ordinary approval by a majority of the
directors present, unless the Code, certificate, or bylaws requires more. The
quorum must be present “at the time of the act,” so losing quorum before the
vote defeats the ordinary route. Section 21.406 also permits the certificate to
give directors more or less than one vote, changing both fraction references
and the vote count when that special structure exists.

Silence in the room can be treated as assent

Section 21.414 presumes a director present when action is taken assented unless
the minutes record dissent or abstention, the director files a writing with the
meeting secretary before adjournment, or the director sends the corporate
secretary a writing within a reasonable time afterward by the specified
method. A director who voted for the action cannot later use that section to
dissent or abstain.

Written action ordinarily means every director signs

Section 6.201 covers the governing authority and its committees. Each person
entitled to vote must sign one or more writings stating the action, and the
consents ordinarily take effect when all have signed. A future effective time
may be used, but it must be no later than the 60th day after everyone entitled
to vote has signed; a signer may revoke before the applicable effective time.
Section 21.415 lets the certificate or bylaws provide a different board rule.

Section 6.205 accepts reliable reproductions. It also treats an electronic
transmission as a signed writing, unless the governing documents provide
otherwise, when the transmission identifies the sender and transmission date.
Because the default route is unanimous, the Code does not require later notice
to a nonconsenting director under this route.

A committee receives only the authority actually delegated

Section 21.416 requires certificate or bylaw authorization before the board
designates a committee. A committee may have one or more directors, and the
board may designate director alternates. Its power is limited by the
designating resolution and governing documents.

The statute's nondelegable list includes most charter amendments, merger,
share-exchange or conversion plans, extraordinary asset-sale recommendations,
winding-up recommendations, bylaws, board and committee vacancies, officer and
committee appointments or removals, committee compensation, and protected
board resolutions. A committee may authorize a distribution or share issuance
only if the designating resolution, certificate, or bylaws expressly gives it
that authority. Committee members may use the same remote-meeting and unanimous
consent provisions in §§ 6.002 and 6.201, but the statute does not provide a
separate default committee quorum formula.

Minutes and narrow ratification are separate from validity

Section 3.151 requires minutes of board and committee proceedings and permits
paper records or electronic systems that can be converted to paper within a
reasonable time. The provisions reviewed do not name a separate storage
location or retention period for unanimous board consents, but the signed
consent remains the operative record of action.

Section 3.106 supplies a narrow ratification route when the board already acted
on a plan, agreement, instrument, or document that the Code requires to be
filed with or referenced in a Secretary of State filing. It is not a general
cure for every defective board action.

What trips people up

The most common denominator mistake is counting a majority of the directors
currently in office when the certificate or bylaws has established a larger
board. Texas instead starts with that established number for quorum. Vacancies
do not automatically rewrite the denominator.

Presence creates a second trap. A director who stays for the action can be
presumed to have assented even without an affirmative vote unless dissent or
abstention is preserved through one of § 21.414's methods.

Committee status is not a shortcut around reserved powers. Even a broadly
worded delegation cannot erase § 21.416's statutory prohibitions, and express
authority to declare a distribution or issue shares does not establish that
the underlying transaction satisfies its separate substantive requirements.

Common questions

Does Texas prescribe a minimum number of days for special-board notice?

Not for ordinary board meetings. Section 21.411 sends the special-meeting
notice rule to the bylaws, so the current bylaw text must be checked.

Can one director attend by video while the others meet in person?

Yes, if the governing documents do not restrict the method and the system lets
every participant communicate with all others. The notice must provide the
system and access information when the meeting is held partly by remote means.

Is an abstention the same as a no vote?

No. It is not an affirmative vote, and with quorum present the approval rule
still asks whether a majority of the directors present voted for the action.
The director should also ensure the abstention is preserved under § 21.414 to
avoid presumed assent.

Does a properly signed consent prove the transaction itself is lawful?

No. It establishes the board-action procedure, not compliance with a separate
transaction statute, fiduciary duty, contract, lender covenant, securities
rule, or conflict rule. For example, § 21.418 has a distinct safe-harbor
framework for interested-director transactions, including disclosure,
disinterested approval, shareholder approval, or fairness routes.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 21.401 and 21.403 — board authority and established
  board size. Official Texas Legislative Council text, accessed August 15,
  2026: https://tcss.legis.texas.gov/resources/BO/htm/BO.21.htm
• Tex. Bus. Orgs. Code §§ 6.001-6.003 — meeting place, remote systems, and
  presence. Official Texas Legislative Council text, accessed August 15, 2026:
  https://tcss.legis.texas.gov/resources/BO/htm/BO.6.htm
• Tex. Bus. Orgs. Code § 6.051 and §§ 21.411-21.412 — notice contents,
  delivery, board notice, and waiver. Official Texas Legislative Council text,
  accessed August 15, 2026: https://tcss.legis.texas.gov/resources/BO/htm/BO.6.htm
  and https://tcss.legis.texas.gov/resources/BO/htm/BO.21.htm
• Tex. Bus. Orgs. Code §§ 21.406 and 21.413-21.415 — special votes, quorum,
  assent, dissent, approval, and board consent. Official Texas Legislative
  Council text, accessed August 15, 2026:
  https://tcss.legis.texas.gov/resources/BO/htm/BO.21.htm
• Tex. Bus. Orgs. Code §§ 6.201 and 6.205 — unanimous, future-effective, and
  electronic consent. Official Texas Legislative Council text, accessed August
  15, 2026: https://tcss.legis.texas.gov/resources/BO/htm/BO.6.htm
• Tex. Bus. Orgs. Code § 21.416 — committees and nondelegable matters.
  Official Texas Legislative Council text, accessed August 15, 2026:
  https://tcss.legis.texas.gov/resources/BO/htm/BO.21.htm
• Tex. Bus. Orgs. Code §§ 3.106 and 3.151 — narrow filing-document
  ratification and minutes. Official Texas Legislative Council text, accessed
  August 15, 2026:
  https://tcss.legis.texas.gov/resources/BO/htm/BO.3.htm
• Tex. Bus. Orgs. Code § 21.418 — interested-director boundary. Official Texas
  Legislative Council text, accessed August 15, 2026:
  https://tcss.legis.texas.gov/resources/BO/htm/BO.21.htm