Corporate Bylaws - Texas

BYLAWS

OF [CORPORATION NAME]

(Texas Corporation)

Effective as of [EFFECTIVE DATE]

TABLE OF CONTENTS

1. Document Header
2. Article I – Definitions
3. Article II – Offices
4. Article III – Meetings of Shareholders
5. Article IV – Board of Directors
6. Article V – Committees of the Board
7. Article VI – Officers
8. Article VII – Indemnification & Liability-Limitation Coordination
9. Article VIII – Stock & Transfer of Shares
10. Article IX – Miscellaneous Governance Provisions
11. Article X – Texas Governance Safeguards
12. Article XI – Amendments
13. Execution Block

1. DOCUMENT HEADER

WHEREAS, [CORPORATION NAME], a corporation duly organized and existing under the laws of the State of Texas (the “Corporation”), deems it advisable and in the best interests of the Corporation and its shareholders to adopt these Bylaws (the “Bylaws”) in accordance with the TBOC;

NOW, THEREFORE, the Corporation hereby adopts the following Bylaws, which shall become effective as of the date first written above (the “Effective Date”).

2. ARTICLE I – DEFINITIONS

For purposes of these Bylaws, the following capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings given in the TBOC.

“Board” means the Board of Directors of the Corporation.
“Bylaws” has the meaning set forth in the Document Header.
“Certificate” means the Corporation’s Certificate of Formation, as amended from time to time.
“TBOC” means the Texas Business Organizations Code, as amended.
“Director” means a member of the Board.
“Electronic Transmission” means any form of electronic transmission permitted under applicable law.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Person” means any individual, corporation, partnership, trust, limited liability company or other entity.
“Whole Board” means the total number of authorized directors whether or not there exist any vacancies.

3. ARTICLE II – OFFICES

Section 2.01. Registered Office and Registered Agent. The registered office of the Corporation in the State of Texas shall be located at [REGISTERED AGENT STREET ADDRESS, CITY, COUNTY, TEXAS ZIP], and the registered agent at such address shall be [REGISTERED AGENT NAME], or such other office or agent as the Board may designate in the manner provided by law.

Section 2.02. Other Offices. The Corporation may also maintain offices at such other places, within or without the State of Texas, as the Board may from time to time determine or the business of the Corporation may require.

4. ARTICLE III – MEETINGS OF SHAREHOLDERS

Section 3.01. Annual Meeting.
(a) Time and Place. The annual meeting shall be held on such date, at such time, and at such place (if any) as the Board shall designate.
(b) Purpose. The purpose of the annual meeting shall be the election of Directors and the transaction of any other business properly brought before the meeting.

Section 3.02. Special Meetings.
(a) Authority to Call. Special meetings of shareholders may be called at any time by (i) the President, (ii) the Board pursuant to a resolution adopted by a majority of the Whole Board, or (iii) any other person authorized by the Certificate or these Bylaws. Tex. Bus. Orgs. Code § 21.352(a)(1).
(b) Shareholder Call. Holders of the percentage of shares specified in the Certificate, not exceeding fifty percent (50%) of the shares entitled to vote, may call a special meeting. If the Certificate does not specify a percentage, holders of at least ten percent (10%) of all shares entitled to vote at the proposed meeting may call it. Tex. Bus. Orgs. Code § 21.352(a)(2).

Section 3.03. Notice of Meetings.
(a) Content & Delivery. Written notice stating the place, if any, date, and hour of the meeting, and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given to each shareholder entitled to vote not later than the tenth (10th) day and not earlier than the sixtieth (60th) day before the meeting, subject to any different period required for a particular transaction. Tex. Bus. Orgs. Code § 21.353.
(b) Waiver. Notice may be waived in writing or by attendance.

Section 3.04. Quorum. Except as otherwise provided by the Certificate or the TBOC, the holders of a majority of the shares entitled to vote, present in person or by proxy, shall constitute a quorum.

Section 3.05. Voting; Proxies.
(a) Voting Standard. Directors are elected under the plurality rule in Tex. Bus. Orgs. Code § 21.359 unless the Certificate or these Bylaws validly require an authorized majority standard. For other matters, the act of the shareholders is determined under § 21.363 unless the Code, the Certificate, or these Bylaws require a different vote. Fundamental actions and fundamental business transactions may require the separate statutory votes in §§ 21.364 and 21.457.
(b) Proxies. Each shareholder entitled to vote may authorize another Person to act for the shareholder by proxy in the manner provided by applicable law.

Section 3.06. Adjournment; Postponement. Any meeting of shareholders may be adjourned or postponed by the chair of the meeting or by the Board to another time or place.

Section 3.07. List of Shareholders. The Corporation shall prepare and make available the voting list required by Tex. Bus. Orgs. Code §§ 21.354 and 21.372.

Section 3.08. Inspectors of Election. The Board may, and to the extent required by law shall, appoint one or more inspectors to act at any meeting of shareholders in accordance with applicable law.

5. ARTICLE IV – BOARD OF DIRECTORS

Section 4.01. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by the TBOC or the Certificate.

Section 4.02. Number; Election; Term.
(a) Number. The number of Directors shall be fixed from time to time by resolution of the Board but shall not be less than one (1).
(b) Election & Classification. Directors shall be elected at the annual meeting of shareholders, and each Director shall hold office until the next annual meeting and until such Director’s successor is elected and qualified, subject to earlier resignation or removal. If the Certificate or these Bylaws provide for classified Directors under Tex. Bus. Orgs. Code § 21.408, those provisions shall control.
(c) Vacancies. Vacancies and newly created directorships may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, in accordance with applicable law.

Section 4.03. Meetings.
(a) Regular Meetings. Regular meetings may be held at such times and places as the Board determines.
(b) Special Meetings. Special meetings may be called by the Chair, Chief Executive Officer, or any two (2) Directors.
(c) Notice. Notice of any special meeting shall be given to each Director at least twenty-four (24) hours before the meeting. This bylaw supplies the notice period contemplated by Tex. Bus. Orgs. Code § 21.411; it may be waived only as § 21.412 permits.
(d) Quorum & Voting. A majority of the Whole Board shall constitute a quorum; actions of the Board shall require the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.
(e) Telephonic/Electronic Meetings. Directors may participate by means of conference telephone or other communications equipment in accordance with applicable law.
(f) Action Without Meeting. Any action required or permitted may be taken without a meeting if all members of the Board consent thereto in writing or by Electronic Transmission, in accordance with applicable law.

Section 4.04. Compensation of Directors. Directors may receive such compensation and reimbursement of expenses as the Board determines.

Section 4.05. Chair of the Board. The Board may elect a Chair to preside at meetings of the Board and shareholders and to perform such other duties as may be assigned by the Board.

6. ARTICLE V – COMMITTEES OF THE BOARD

Section 5.01. Committees Generally. The Board may designate one or more committees, each consisting of one or more Directors, to exercise such powers and authority as the Board shall delegate, subject to the limitations of applicable law.

Section 5.02. Committee Limits. No committee may exercise a power withheld by Tex. Bus. Orgs. Code § 21.416(c), including amending these Bylaws, filling Board or committee vacancies, electing or removing officers, approving specified fundamental transactions, or taking another action reserved by that section. Unless otherwise provided, committee actions require the affirmative vote of a majority of committee members present at a meeting with a quorum.

7. ARTICLE VI – OFFICERS

Section 6.01. Titles & Appointment. The Board shall elect a President and a Secretary as required by Tex. Bus. Orgs. Code § 21.417. The Board may also elect a Chief Executive Officer, Treasurer, Chief Financial Officer, one or more Vice Presidents, and other officers or agents under these Bylaws and § 3.103.

Section 6.02. Duties. Officers shall have the authority and perform the duties prescribed by the Board or these Bylaws. Any two or more offices may be held by the same Person.

Section 6.03. Term; Removal; Resignation. Each officer shall serve at the pleasure of the Board and may be removed by the Board at any time with or without cause. Any officer may resign by delivering written notice to the Board or the Secretary.

Section 6.04. Vacancies. A vacancy in any office shall be filled by the Board.

8. ARTICLE VII – INDEMNIFICATION & LIABILITY-LIMITATION COORDINATION

Section 7.01. Mandatory Indemnification. The Corporation shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred in a proceeding in which the person is a respondent because of that status when the person is wholly successful, on the merits or otherwise, as required by Tex. Bus. Orgs. Code § 8.051. Officers receive the mandatory protection supplied by § 8.105(b).

Section 7.02. Advancement of Expenses. The Corporation may advance reasonable expenses to a present governing person or delegate only after receiving the written affirmation and unlimited repayment undertaking required by Tex. Bus. Orgs. Code § 8.104. Advancement for other persons is governed by § 8.105.

Section 7.03. Permissive Indemnification. Any permissive indemnification must satisfy the conduct, scope, and determination requirements of Tex. Bus. Orgs. Code §§ 8.101-.103. The Corporation may indemnify or advance expenses to other officers, employees, and agents only as § 8.105 and other applicable law permit.

Section 7.04. Non-Exclusivity. The rights conferred by this Article are not exclusive and the Corporation may provide additional indemnification as permitted by law.

Section 7.05. Insurance and Other Arrangements. The Corporation may purchase insurance or establish another indemnification arrangement under Tex. Bus. Orgs. Code § 8.151, subject to any owner approval required for coverage the Corporation could not otherwise provide.

Section 7.06. Certificate-of-Formation Limitation. These Bylaws do not eliminate or limit a Director's monetary liability. Tex. Bus. Orgs. Code § 7.001 places that protection, and its statutory exceptions, in the Certificate or similar formation instrument. Counsel should coordinate any desired provision with the Certificate rather than relying on this Article.

9. ARTICLE VIII – STOCK & TRANSFER OF SHARES

Section 8.01. Certificates; Uncertificated Shares. Shares may be certificated or uncertificated as determined by the Board, subject to applicable law.

Section 8.02. Certificates and Information Statements. Any share certificate, or information statement for uncertificated shares, shall contain the signatures, statements, and notices required by the Texas Business Organizations Code and any applicable shareholders' agreement or transfer restriction.

Section 8.03. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any certificate alleged to have been lost, stolen, or destroyed upon receipt of an affidavit and, if required, a bond to indemnify the Corporation.

Section 8.04. Transfer of Shares. Transfers shall be made on the books of the Corporation only by the holder of record or by duly authorized attorney.

Section 8.05. Record Date. The Board may fix record dates only within the periods and for the purposes authorized by Tex. Bus. Orgs. Code Chapter 6 and §§ 21.352(b), 21.356, and 21.357. A shareholder-meeting record date must be at least ten (10) days before the meeting.

10. ARTICLE IX – MISCELLANEOUS GOVERNANCE PROVISIONS

Section 9.01. Fiscal Year. The fiscal year of the Corporation shall end on [MONTH/DAY] of each year, unless changed by resolution of the Board.

Section 9.02. Corporate Seal. The corporate seal shall be in such form as the Board may determine.

Section 9.03. Form of Records. The Corporation may maintain its books, records, and accounts in electronic form, provided that conversion to paper form is available within a reasonable time.

Section 9.04. Reliance on Information. In discharging a duty or exercising a power, a Director may rely in good faith and with ordinary care on the persons and materials identified in Tex. Bus. Orgs. Code § 3.102, unless the Director knows a matter that makes reliance unwarranted.

11. ARTICLE X – TEXAS GOVERNANCE SAFEGUARDS

Section 10.01. Governing Law. All internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflict of laws doctrines).

Section 10.02. No Automatic Forum Restriction. These Bylaws do not select an exclusive court or create federal subject-matter jurisdiction. Counsel may add a forum provision only after confirming its validity, scope, adoption authority, and consistency with the Certificate and applicable federal law.

Section 10.03. No Automatic Jury Waiver. These Bylaws do not impose a jury-trial waiver on a shareholder or other person. Any separate waiver must be drafted and adopted for the actual parties and transaction after legal review.

Section 10.04. Remedies. The Corporation and its shareholders may seek remedies available under applicable law. These Bylaws do not dispense with proof, jurisdictional requirements, or any bond the court requires.

12. ARTICLE XI – AMENDMENTS

Section 11.01. Amendments by Shareholders. Subject to the Certificate and the TBOC, these Bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

Section 11.02. Amendments by Board of Directors. The Board may amend, repeal, or adopt new bylaws unless the Certificate or the Code reserves the power to shareholders, or shareholders expressly provide that the Board may not amend, repeal, or readopt a particular bylaw. Tex. Bus. Orgs. Code § 21.057(c).

Section 11.03. Limitations. No bylaw amendment shall conflict with the Certificate or applicable law.

13. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being [the duly elected and acting Secretary / an authorized officer] of the Corporation, hereby certifies that these Bylaws were duly adopted by the Board of Directors of the Corporation on the Effective Date set forth above.

____________________________________
[NAME OF SECRETARY], Secretary

Date: ________________________________

Sources and References

• Texas Business Organizations Code Chapter 21
• Texas Business Organizations Code Chapter 8
• Texas Business Organizations Code Chapter 7