Texas 2019 - 86th Regular

Texas House Bill HB3606 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	~~86R23193~~ CLG-F
	1	+	86R7984 CLG-F
2	2		By: Martinez Fischer H.B. No. 3606
3		-	Substitute the following for H.B. No. 3606:
4		-	By: Darby C.S.H.B. No. 3606
5	3
6	4
7	5		A BILL TO BE ENTITLED
8	6		AN ACT
9	7		relating to ratification of defective corporate acts of nonprofit
10		-	corporations~~; authorizing a fee~~.
	8	+	corporations.
11	9		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
12	10		SECTION 1. Chapter 22, Business Organizations Code, is
13	11		amended by adding Subchapter J to read as follows:
14	12		SUBCHAPTER J. RATIFICATION OF DEFECTIVE CORPORATE ACTS;
15	13		PROCEEDINGS
16	14		Sec. 22.501. DEFINITIONS. In this subchapter:
17	15		(1) "Corporate statute," with respect to an action or
18	16		filing, means this code, the former Texas Non-Profit Corporation
19	17		Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes), or
20	18		any predecessor statute of this state that governed the action or
21	19		the filing.
22	20		(2) "Defective corporate act" means:
23	21		(A) an election or appointment of directors that
24	22		is void or voidable due to a failure of authorization; or
25	23		(B) any act or transaction purportedly taken by
26	24		or on behalf of the corporation that is, and at the time the act or
27	25		transaction was purportedly taken would have been, within the power
28	26		of a corporation to take under the corporate statute, but is void or
29	27		voidable due to a failure of authorization.
30	28		(3) "District court" means a district court in:
31	29		(A) the county in which the corporation's
32	30		principal office in this state is located; or
33	31		(B) the county in which the corporation's
34	32		registered office in this state is located, if the corporation does
35	33		not have a principal office in this state.
36	34		(4) "Failure of authorization" means:
37	35		(A) the failure to authorize or effect an act or
38	36		transaction in compliance with the provisions of the corporate
39	37		statute, the governing documents of the corporation, a corporate
40	38		resolution, or any plan or agreement to which the corporation is a
41	39		party, if and to the extent the failure would render the act or
42	40		transaction void or voidable; or
43	41		(B) the failure of the board of directors or an
44	42		officer of the corporation to authorize or approve an act or
45	43		transaction taken by or on behalf of the corporation that required
46	44		the prior authorization or approval of the board of directors or the
47	45		officer.
48	46		(5) "Time of the defective corporate act" means the
49	47		date and time the defective corporate act was purported to have been
50	48		taken or the approximate date and time, if the exact date is
51	49		unknown.
52	50		(6) "Validation effective time" or "effective time of
53	51		the validation," with respect to any defective corporate act
54	52		ratified under this subchapter, means the latest of:
55	53		(A) the time at which the defective corporate act
56	54		submitted to the members for approval under Section 22.505 is
57	55		approved by the members or, if the corporation has no members or
58	56		has no members with voting rights or if no member approval is
59	57		required, the time at which the board of directors adopts the
60	58		resolutions required by Section 22.503;
61	59		(B) if a certificate of validation is not
62	60		required to be filed under Section 22.508, the time, if any,
63	61		specified by the board of directors or the members in the
64	62		resolutions adopted under Section 22.503, which may not precede the
65	63		time at which the resolutions are adopted; or
66	64		(C) the time at which any certificate of
67	65		validation filed under Section 22.508 takes effect in accordance
68	66		with Chapter 4.
69	67		Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE
70	68		ACT. Subject to Section 22.509, a defective corporate act is not
71	69		void or voidable solely as a result of a failure of authorization if
72	70		the act is:
73	71		(1) ratified in accordance with this subchapter; or
74	72		(2) validated by the district court in a proceeding
75	73		brought under Section 22.512.
76	74		Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT;
77	75		ADOPTION OF RESOLUTIONS. (a) To ratify one or more defective
78	76		corporate acts, the board of directors of the corporation shall
79	77		adopt resolutions stating:
80	78		(1) the defective corporate act or acts to be
81	79		ratified;
82	80		(2) the date of each defective corporate act;
83	81		(3) the nature of the failure of authorization with
84	82		respect to each defective corporate act to be ratified; and
85	83		(4) that the board of directors approves the
86	84		ratification of the defective corporate act or acts.
87	85		(b) If the corporation has members with voting rights, a
88	86		resolution may also state that, notwithstanding member approval of
89	87		the ratification of a defective corporate act that is a subject of
90	88		the resolution, the board of directors may, with respect to the
91	89		defective corporate act, abandon the ratification of the defective
92	90		corporate act at any time before the validation effective time
93	91		without further member action.
94	92		(c) If the management of the affairs of the corporation is
95	93		vested in its members under Section 22.202, the members of the
96	94		corporation shall adopt resolutions stating:
97	95		(1) the defective corporate act or acts to be
98	96		ratified;
99	97		(2) the date of each defective corporate act;
100	98		(3) the nature of the failure of authorization with
101	99		respect to each corporate act to be ratified; and
102	100		(4) that the members approve the ratification of the
103	101		defective corporate act or acts.
104	102		Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF
105	103		RESOLUTIONS. (a) The quorum and voting requirements applicable to
106	104		the adoption of the resolutions to ratify a defective corporate act
107	105		under Section 22.503 are the same as the quorum and voting
108	106		requirements applicable at the time of the adoption of the
109	107		resolutions for the type of defective corporate act proposed to be
110	108		ratified.
111	109		(b) Notwithstanding Subsection (a) and except as provided
112	110		by Subsection (c), if in order for a quorum to be present or to
113	111		approve the defective corporate act, the presence or approval of a
114	112		larger number or portion of the governing authority would have been
115	113		required by the governing documents of the corporation, any plan or
116	114		agreement to which the corporation was a party, or any provision of
117	115		the corporate statute, each as in effect at the time of the
118	116		defective corporate act, then the presence or approval of the
119	117		larger number or portion of such governing authority must be
120	118		required for a quorum to be present or to adopt the resolutions to
121	119		ratify the defective corporate act, as applicable.
122	120		(c) If the corporation has members with voting rights or if
123	121		the corporation had members with voting rights at the time of the
124	122		taking of the defective corporate act, the presence or approval of
125	123		any director elected, appointed, or nominated by a class of members
126	124		that no longer exists, or by any person that is no longer a member,
127	125		shall not be required for a quorum to be present or to adopt the
128	126		resolutions.
129	127		Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT
130	128		BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION. If the
131	129		corporation has members with voting rights, each defective
132	130		corporate act ratified under Section 22.503(a) must be submitted to
133	131		such members of the corporation for approval as provided by
134	132		Sections 22.506 and 22.507, unless no other provision of the
135	133		corporate statute, no provision of the corporation's governing
136	134		documents, and no provision of any plan or agreement to which the
137	135		corporation is a party would have required approval by such members
138	136		of:
139	137		(1) the defective corporate act to be ratified at the
140	138		time of that defective corporate act; or
141	139		(2) the type of defective corporate act to be ratified
142	140		at the time the board of directors adopts the resolutions ratifying
143	141		that defective corporate act under Section 22.503.
144	142		Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE
145	143		CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS.
146	144		(a) If a corporation has members with voting rights and if the
147	145		ratification of a defective corporate act is required to be
148	146		submitted to such members for approval under Section 22.505, notice
149	147		of the time, place, if any, and purpose of the meeting shall be
150	148		given at least 20 days before the date of the meeting to:
151	149		(1) each member with voting rights as of the record
152	150		date of the meeting, at the address of the member as it appears or
153	151		most recently appeared, as appropriate, on the corporation's
154	152		records; and
155	153		(2) each member with voting rights as of the time of
156	154		the defective corporate act, except that notice is not required to
157	155		be given to a member whose identity or address cannot be ascertained
158	156		from the corporation's records.
159	157		(b) The notice must contain:
160	158		(1) copies of the resolutions adopted by the board of
161	159		directors under Section 22.503 or the information required by
162	160		Sections 22.503(a)(1)-(4); and
163	161		(2) a statement that, on member approval of the
164	162		ratification of the defective corporate act made in accordance with
165	163		this subchapter, the member's right to challenge the defective
166	164		corporate act is limited to an action claiming that a court of
167	165		appropriate jurisdiction, in its discretion, should declare:
168	166		(A) that the ratification not take effect or that
169	167		it take effect only on certain conditions, if that action is filed
170	168		with the court not later than the 120th day after the applicable
171	169		validation effective time; or
172	170		(B) that the ratification was not accomplished in
173	171		accordance with this subchapter.
174	172		Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED
175	173		DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS.
176	174		(a) If the corporation has members with voting rights, at the
177	175		meeting of such members, the quorum and voting requirements
178	176		applicable to the approval of the ratification of a defective
179	177		corporate act under Section 22.505 are the same as the quorum and
180	178		voting requirements applicable at the time of the approval by the
181	179		members of the ratification for the type of ratified defective
182	180		corporate act proposed to be approved, except as provided by this
183	181		section.
184	182		(b) If the presence or approval of a larger number of
185	183		members or of any class of members would have been required for a
186	184		quorum to be present or to approve the defective corporate act, as
187	185		applicable, by the corporation's governing documents, any plan or
188	186		agreement to which the corporation was a party, or any provision of
189	187		the corporate statute, each as in effect at the time of the
190	188		defective corporate act, then the presence or approval of the
191	189		larger number of members or of the class of members shall be
192	190		required for a quorum to be present or to approve the ratification
193	191		of the defective corporate act, as applicable, except that the
194	192		presence or approval of any class that is no longer in existence or
195	193		has no members, or of any person that is no longer a member with
196	194		voting rights, is not required.
197	195		(c) The approval by the members with voting rights of the
198	196		ratification of the election of a director requires the affirmative
199	197		vote of the majority of members present at the meeting and entitled
200	198		to vote on the election of the director at the time of the approval,
201	199		unless the governing documents of the corporation then in effect or
202	200		in effect at the time of the defective election require or required
203	201		a larger number of members with voting rights or of any class of
204	202		members with voting rights to elect the director, in which case the
205	203		affirmative vote of the larger number of members or of the class of
206	204		members is required to ratify the election of the director, except
207	205		that the presence or approval of any class that is no longer in
208	206		existence or has no members, or of any person that is no longer a
209	207		member with voting rights, is not required.
210	208		Sec. 22.508. CERTIFICATE OF VALIDATION. (a) If a defective
211	209		corporate act ratified under this subchapter would have required
212	210		under any other provision of the corporate statute the filing of a
213	211		filing instrument or other document with the filing officer, the
214	212		corporation shall file a certificate of validation with respect to
215	213		the defective corporate act in accordance with Chapter 4,
216	214		regardless of whether a filing instrument or other document was
217	215		previously filed with respect to the defective corporate act. The
218	216		filing of another filing instrument or document is not required.
219	217		(b) A separate certificate of validation is required for
220	218		each defective corporate act for which a certificate of validation
221	219		is required under this section, except that two or more defective
222	220		corporate acts may be included in a single certificate of
223	221		validation if the corporation filed, or to comply with the
224	222		applicable provisions of this code could have filed, a single
225	223		filing instrument or other document under another provision of this
226	224		code to effect the acts.
227	225		(c) The certificate of validation must include:
228	226		(1) each defective corporate act that is a subject of
229	227		the certificate of validation, including:
230	228		(A) the date of the defective corporate act; and
231	229		(B) the nature of the failure of authorization
232	230		with respect to the defective corporate act;
233	231		(2) a statement that each defective corporate act was
234	232		ratified in accordance with this subchapter, including:
235	233		(A) the date on which the board of directors
236	234		ratified each defective corporate act; and
237	235		(B) if the corporation has members with voting
238	236		rights, the date, if any, on which the members approved the
239	237		ratification of each defective corporate act or, if the management
240	238		of the affairs of the corporation is vested in its members under
241	239		Section 22.202, the date on which the members ratified each
242	240		defective corporate act; and
243	241		(3) as appropriate:
244	242		(A) if a filing instrument was previously filed
245	243		with a filing officer under the corporate statute with respect to
246	244		the defective corporate act and no change to the filing instrument
247	245		is required to give effect to the defective corporate act as
248	246		ratified in accordance with this subchapter:
249	247		(i) the name, title, and filing date of the
250	248		previously filed filing instrument and of any certificate of
251	249		correction to the filing instrument; and
252	250		(ii) a statement that a copy of the
253	251		previously filed filing instrument, together with any certificate
254	252		of correction to the filing instrument, is attached as an exhibit to
255	253		the certificate of validation;
256	254		(B) if a filing instrument was previously filed
257	255		with a filing officer under the corporate statute with respect to
258	256		the defective corporate act and the filing instrument requires any
259	257		change to give effect to the defective corporate act as ratified in
260	258		accordance with this subchapter, including a change to the date and
261	259		time of the effectiveness of the filing instrument:
262	260		(i) the name, title, and filing date of the
263	261		previously filed filing instrument and of any certificate of
264	262		correction to the filing instrument;
265	263		(ii) a statement that a filing instrument
266	264		containing all the information required to be included under the
267	265		applicable provisions of this code to give effect to the ratified
268	266		defective corporate act is attached as an exhibit to the
269	267		certificate of validation; and
270	268		(iii) the date and time that the attached
271	269		filing instrument is considered to have become effective under this
272	270		subchapter; or
273	271		(C) if a filing instrument was not previously
274	272		filed with a filing officer under the corporate statute with
275	273		respect to the defective corporate act and the defective corporate
276	274		act as ratified under this subchapter would have required under the
277	275		other applicable provisions of this code the filing of a filing
278	276		instrument in accordance with Chapter 4, if the defective corporate
279	277		act had occurred when this code was in effect:
280	278		(i) a statement that a filing instrument
281	279		containing all the information required to be included under the
282	280		applicable provisions of this code to give effect to the defective
283	281		corporate act, as if the defective corporate act had occurred when
284	282		this code was in effect, is attached as an exhibit to the
285	283		certificate of validation; and
286	284		(ii) the date and time that the attached
287	285		filing instrument is considered to have become effective under this
288	286		subchapter.
289	287		(d) A filing instrument attached to a certificate of
290	288		validation under Subsection (c)(3)(B) or (C) does not need to be
291	289		executed separately and does not need to include any statement
292	290		required by any other provision of this code that the instrument has
293	291		been approved and adopted in accordance with that provision.
294	292		Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE
295	293		CORPORATE ACT. On or after the validation effective time, unless
296	294		determined otherwise in an action brought under Section 22.512,
297	295		each defective corporate act ratified in accordance with this
298	296		subchapter may not be considered void or voidable as a result of the
299	297		failure of authorization described by the resolutions adopted under
300	298		Sections 22.503 and 22.504, and the effect shall be retroactive to
301	299		the time of the defective corporate act.
302	300		Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF
303	301		DEFECTIVE CORPORATE ACT. (a) If the management of the affairs of
304	302		a corporation is vested in its members under Section 22.202 or if a
305	303		corporation has members with voting rights, for each defective
306	304		corporate act ratified by the governing authority under Sections
307	305		22.503 and 22.504, notice of the ratification shall be given
308	306		promptly to:
309	307		(1) each member having voting rights as of the date the
310	308		governing authority adopted the resolutions ratifying the
311	309		defective corporate act; or
312	310		(2) each member having voting rights as of a date not
313	311		later than the 60th day after the date of adoption, as established
314	312		by the governing authority.
315	313		(b) Notice under this section shall be sent to the address
316	314		of a member described by Subsection (a)(1) or (a)(2) as the address
317	315		appears or most recently appeared, as appropriate, on the records
318	316		of the corporation.
319	317		(c) Notice under this section shall also be given to each
320	318		member having voting rights as of the time of the defective
321	319		corporate act, except that notice is not required to be given to a
322	320		member whose identity or address cannot be ascertained from the
323	321		corporation's records.
324	322		(d) The notice must contain:
325	323		(1) copies of the resolutions adopted by the governing
326	324		authority under Section 22.503 or the information required by
327	325		Section 22.503(a)(1)-(4) or 22.503(c)(1)-(4), as applicable; and
328	326		(2) a statement that, on ratification of the defective
329	327		corporate act made in accordance with this subchapter, the member's
330	328		right to challenge the defective corporate act is limited to an
331	329		action claiming that a court of appropriate jurisdiction, in its
332	330		discretion, should declare:
333	331		(A) that the ratification not take effect or that
334	332		it take effect only on certain conditions, if the action is filed
335	333		not later than the 120th day after the later of the applicable
336	334		validation effective time or the time at which the notice required
337	335		by this section is given; or
338	336		(B) that the ratification was not accomplished in
339	337		accordance with this subchapter.
340	338		(e) Notwithstanding Subsections (a)-(d), notice is not
341	339		required to be given under this section to a person if notice of the
342	340		ratification of the defective corporate act is given to that person
343	341		in accordance with Section 22.506.
344	342		(f) For purposes of Sections 22.505, 22.506, and 22.507 and
345	343		this section, notice to members with voting rights as of the time of
346	344		the defective corporate act shall be treated as notice to such
347	345		members for purposes of Sections 6.051, 6.052, 6.053, 6.201, 6.202,
348	346		6.203, 6.204, 6.205, and 22.156.
349	347		(g) If the ratification of a defective corporate act has
350	348		been approved by the members acting under Section 6.202, the notice
351	349		required by this section may be included in any notice required to
352	350		be given under Section 6.202(d) and, if included:
353	351		(1) shall be sent to the members entitled to the notice
354	352		under Section 6.202(d) and all other members otherwise entitled to
355	353		the notice under Subsection (a); and
356	354		(2) is not required to be sent to members who signed a
357	355		consent described by Section 6.202(b).
358	356		Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS
359	357		CONCERNING VALIDATION NOT EXCLUSIVE. (a) Ratification of an act or
360	358		transaction under this subchapter or validation of an act or
361	359		transaction as provided by Sections 22.512 through 22.515 is not
362	360		the exclusive means of ratifying or validating any act or
363	361		transaction taken by or on behalf of the corporation, including any
364	362		defective corporate act, or of adopting or endorsing any act or
365	363		transaction taken by or in the name of the corporation before the
366	364		corporation exists.
367	365		(b) The absence or failure of ratification of an act or
368	366		transaction in accordance with this subchapter or of validation of
369	367		an act or transaction as provided by Sections 22.512 through 22.515
370	368		does not, of itself, affect the validity or effectiveness of any act
371	369		or transaction properly ratified under common law or otherwise, nor
372	370		does it create a presumption that any such act or transaction is or
373	371		was a defective corporate act.
374	372		Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE
375	373		CORPORATE ACTS. (a) The following may bring an action under this
376	374		section:
377	375		(1) the corporation;
378	376		(2) any successor entity to the corporation;
379		-	(3) any member of the corporation's board of directors
380		-	or other person having fiduciary responsibility in relation to the
381		-	actions of the corporation;
382		-	(4) any member with voting rights; or
	377	+	(3) any member of the corporation's board of
	378	+	directors;
	379	+	(4) any member with voting rights;
383	380		(5) any record member with voting rights as of the time
384	381		a defective corporate act was ratified in accordance with this
385		-	subchapter.
	382	+	subchapter; or
	383	+	(6) any other person claiming to be substantially and
	384	+	adversely affected by a ratification under this subchapter.
386	385		(b) Subject to Section 22.515, the district court, on
387	386		application by a person described by Subsection (a), may:
388	387		(1) determine the validity and effectiveness of any
389	388		defective corporate act ratified in accordance with this
390	389		subchapter;
391	390		(2) determine the validity and effectiveness of the
392	391		ratification of any defective corporate act in accordance with this
393	392		subchapter;
394	393		(3) determine the validity and effectiveness of:
395	394		(A) any defective corporate act not ratified
396	395		under this subchapter; or
397	396		(B) any defective corporate act not ratified
398	397		effectively under this subchapter;
399	398		(4) determine the validity of any corporate act or
400	399		transaction; and
401	400		(5) modify or waive any of the procedures set forth in
402	401		Sections 22.501 through 22.511 to ratify a defective corporate act.
403	402		(c) In connection with an action brought under this section,
404	403		the district court may:
405	404		(1) declare that a ratification in accordance with and
406	405		pursuant to this subchapter is not effective or that the
407	406		ratification is effective only at a time or on conditions as
408	407		specified by the district court;
409	408		(2) validate and declare effective any defective
410	409		corporate act and impose conditions on such a validation;
411	410		(3) require measures to remedy or avoid harm to any
412	411		person substantially and adversely affected by a ratification under
413	412		this subchapter or from any order of the district court pursuant to
414	413		this section, excluding any harm that would have resulted had the
415	414		defective corporate act been valid when approved or effectuated;
416	415		(4) order the filing officer to accept for filing an
417	416		instrument with an effective date and time as specified by the
418	417		court, which may be before or subsequent to the time of the order;
419	418		(5) if the corporation has members with voting rights,
420	419		order that a meeting of such members be held and determine the right
421	420		and power of persons to vote at the meeting;
422	421		(6) declare that a defective corporate act validated
423	422		by the court is effective as of the time of the defective corporate
424	423		act or at such other time as determined by the court; and
425	424		(7) make any other order regarding such matters as the
426	425		court considers appropriate under the circumstances.
427	426		(d) In connection with the resolution of matters under
428	427		Subsections (b) and (c), the district court may consider:
429	428		(1) whether the defective corporate act was originally
430	429		approved or effectuated with the belief that the approval or
431	430		effectuation was in compliance with the provisions of the corporate
432	431		statute or the governing documents of the corporation;
433	432		(2) whether the corporation and the corporation's
434	433		board of directors have treated the defective corporate act as a
435	434		valid act or transaction and whether any person has acted in
436	435		reliance on the public record that the defective corporate act was
437	436		valid;
438	437		(3) whether any person will be or was harmed by the
439	438		ratification or validation of the defective corporate act,
440	439		excluding any harm that would have resulted had the defective
441	440		corporate act been valid when it was approved or took effect;
442	441		(4) whether any person will be harmed by the failure to
443	442		ratify or validate the defective corporate act; and
444	443		(5) any other factors or considerations the district
445	444		court considers just and equitable.
446	445		Sec. 22.513. EXCLUSIVE JURISDICTION. The district court
447	446		has exclusive jurisdiction to hear and determine any action brought
448	447		under Section 22.512.
449	448		Sec. 22.514. SERVICE. (a) Service of an application filed
450	449		under Section 22.512 on the registered agent of a corporation or in
451	450		any other manner permitted by applicable law is considered to be
452	451		service on the corporation, and no other party need be joined in
453	452		order for the district court to adjudicate the matter.
454	453		(b) If an action is brought by a corporation under Section
455	454		22.512, the district court may require that notice of the action be
456	455		provided to other persons identified by the court and permit those
457	456		other persons to intervene in the action.
458	457		Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section does
459	458		not apply to:
460	459		(1) an action asserting that a ratification was not
461	460		accomplished in accordance with this subchapter; or
462	461		(2) any person to whom notice of the ratification was
463	462		not given as required by Sections 22.506 and 22.510.
464	463		(b) Notwithstanding any other provision of this subchapter:
465	464		(1) an action claiming that a defective corporate act
466	465		is void or voidable due to a failure of authorization identified in
467	466		the resolutions adopted in accordance with Section 22.503 may not
468	467		be filed in or must be dismissed by any court after the applicable
469	468		validation effective time; and
470	469		(2) an action claiming that a court of appropriate
471	470		jurisdiction, in its discretion, should declare that a ratification
472	471		in accordance with this subchapter not take effect or that the
473	472		ratification take effect only on certain conditions may not be
474	473		filed with the court after the expiration of the 120th day after the
475	474		later of the validation effective time or the time that any notice
476	475		required to be given under Section 22.510 is given with respect to
477	476		the ratification.
478	477		(c) Except as otherwise provided by a corporation's
479	478		governing documents, for purposes of this section, notice under
480	479		Section 22.510 that is:
481	480		(1) mailed is considered to be given on the date the
482	481		notice is deposited in the United States mail with postage paid in
483	482		an envelope addressed to the member at the member's address
484	483		appearing or most recently appearing, as appropriate, in the
485	484		records of the corporation; and
486	485		(2) transmitted by facsimile or electronic message is
487	486		considered to be given when the facsimile or electronic message is
488	487		transmitted to a facsimile number or an electronic message address
489	488		provided by the member, or to which the member consents, for the
490	489		purpose of receiving notice.
491		-	Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this
492		-	section, "charitable entity" has the meaning assigned by Section
493		-	123.001, Property Code.
494		-	(b) An action brought under Section 22.512 that involves a
495		-	charitable entity is considered a "proceeding involving a
496		-	charitable trust" to which Chapter 123, Property Code, applies.
497		-	SECTION 2. Section 4.153, Business Organizations Code, is
498		-	amended to read as follows:
499		-	Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a
500		-	filing by or for a nonprofit corporation, the secretary of state
501		-	shall impose the following fees:
502		-	(1) for filing a certificate of formation, $25;
503		-	(2) for filing a certificate of amendment, $25;
504		-	(3) for filing a certificate of merger, conversion, or
505		-	consolidation, without regard to whether the surviving or new
506		-	corporation is a domestic or foreign corporation, $50;
507		-	(4) for filing a statement of change of a registered
508		-	office, registered agent, or both, $5;
509		-	(5) for filing a certificate of termination, $5;
510		-	(6) for filing an application of a foreign corporation
511		-	for registration to conduct affairs in this state, $25;
512		-	(7) for filing an application of a foreign corporation
513		-	for an amended registration to conduct affairs in this state, $25;
514		-	(8) for filing a certificate of withdrawal of a
515		-	foreign corporation, $5;
516		-	(9) for filing a restated certificate of formation and
517		-	accompanying statement, $50;
518		-	(10) for filing a statement of change of name or
519		-	address of a registered agent, $15, except that the maximum fee for
520		-	simultaneous filings by a registered agent for more than one
521		-	corporation may not exceed $250;
522		-	(11) for filing a report under Chapter 22, $5;
523		-	(12) for filing a report under Chapter 22 to reinstate
524		-	a corporation's right to conduct affairs in this state, $5, plus a
525		-	late fee in the amount of $5 or in the amount of $1 for each month or
526		-	part of a month that the report remains unfiled, whichever amount is
527		-	greater, except that the late fee may not exceed $25;
528		-	(13) for filing a report under Chapter 22 to reinstate
529		-	a corporation or registration following involuntary termination or
530		-	revocation, $25; [and]
531		-	(14) for filing a certificate of validation, $5, plus
532		-	the filing fee imposed for filing each new filing instrument that is
533		-	attached as an exhibit to the certificate of validation under
534		-	Section 22.508(c)(3)(C); and
535		-	(15) for filing any instrument of a domestic or
536		-	foreign corporation as provided by this code for which this section
537		-	does not expressly provide a fee, $5.
538		-	SECTION 3. This Act takes effect September 1, 2019.
	490	+	SECTION 2. This Act takes effect September 1, 2019.