Texas 2019 - 86th Regular

Texas Senate Bill SB1969 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	S.B. No. 1969
	1	+	By: Hancock S.B. No. 1969
	2	+	(Martinez Fischer)
2	3
3	4
	5	+	A BILL TO BE ENTITLED
4	6		AN ACT
5	7		relating to ratification of defective corporate acts of nonprofit
6	8		corporations; authorizing a fee.
7	9		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
8	10		SECTION 1. Chapter 22, Business Organizations Code, is
9	11		amended by adding Subchapter J to read as follows:
10	12		SUBCHAPTER J. RATIFICATION OF DEFECTIVE CORPORATE ACTS;
11	13		PROCEEDINGS
12	14		Sec. 22.501. DEFINITIONS. In this subchapter:
13	15		(1) "Corporate statute," with respect to an action or
14	16		filing, means this code, the former Texas Non-Profit Corporation
15	17		Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes), or
16	18		any predecessor statute of this state that governed the action or
17	19		the filing.
18	20		(2) "Defective corporate act" means:
19	21		(A) an election or appointment of directors that
20	22		is void or voidable due to a failure of authorization; or
21	23		(B) any act or transaction purportedly taken by
22	24		or on behalf of the corporation that is, and at the time the act or
23	25		transaction was purportedly taken would have been, within the power
24	26		of a corporation to take under the corporate statute, but is void or
25	27		voidable due to a failure of authorization.
26	28		(3) "District court" means a district court in:
27	29		(A) the county in which the corporation's
28	30		principal office in this state is located; or
29	31		(B) the county in which the corporation's
30	32		registered office in this state is located, if the corporation does
31	33		not have a principal office in this state.
32	34		(4) "Failure of authorization" means:
33	35		(A) the failure to authorize or effect an act or
34	36		transaction in compliance with the provisions of the corporate
35	37		statute, the governing documents of the corporation, a corporate
36	38		resolution, or any plan or agreement to which the corporation is a
37	39		party, if and to the extent the failure would render the act or
38	40		transaction void or voidable; or
39	41		(B) the failure of the board of directors or an
40	42		officer of the corporation to authorize or approve an act or
41	43		transaction taken by or on behalf of the corporation that required
42	44		the prior authorization or approval of the board of directors or the
43	45		officer.
44	46		(5) "Time of the defective corporate act" means the
45	47		date and time the defective corporate act was purported to have been
46	48		taken or the approximate date and time, if the exact date is
47	49		unknown.
48	50		(6) "Validation effective time" or "effective time of
49	51		the validation," with respect to any defective corporate act
50	52		ratified under this subchapter, means the latest of:
51	53		(A) the time at which the defective corporate act
52	54		submitted to the members for approval under Section 22.505 is
53	55		approved by the members or, if the corporation has no members or has
54	56		no members with voting rights or if no member approval is required,
55	57		the time at which the board of directors adopts the resolutions
56	58		required by Section 22.503;
57	59		(B) if a certificate of validation is not
58	60		required to be filed under Section 22.508, the time, if any,
59	61		specified by the board of directors or the members in the
60	62		resolutions adopted under Section 22.503, which may not precede the
61	63		time at which the resolutions are adopted; or
62	64		(C) the time at which any certificate of
63	65		validation filed under Section 22.508 takes effect in accordance
64	66		with Chapter 4.
65	67		Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT.
66	68		Subject to Section 22.509, a defective corporate act is not void or
67	69		voidable solely as a result of a failure of authorization if the act
68	70		is:
69	71		(1) ratified in accordance with this subchapter; or
70	72		(2) validated by the district court in a proceeding
71	73		brought under Section 22.512.
72	74		Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT;
73	75		ADOPTION OF RESOLUTIONS. (a) To ratify one or more defective
74	76		corporate acts, the board of directors of the corporation shall
75	77		adopt resolutions stating:
76	78		(1) the defective corporate act or acts to be
77	79		ratified;
78	80		(2) the date of each defective corporate act;
79	81		(3) the nature of the failure of authorization with
80	82		respect to each defective corporate act to be ratified; and
81	83		(4) that the board of directors approves the
82	84		ratification of the defective corporate act or acts.
83	85		(b) If the corporation has members with voting rights, a
84	86		resolution may also state that, notwithstanding member approval of
85	87		the ratification of a defective corporate act that is a subject of
86	88		the resolution, the board of directors may, with respect to the
87	89		defective corporate act, abandon the ratification of the defective
88	90		corporate act at any time before the validation effective time
89	91		without further member action.
90	92		(c) If the management of the affairs of the corporation is
91	93		vested in its members under Section 22.202, the members of the
92	94		corporation shall adopt resolutions stating:
93	95		(1) the defective corporate act or acts to be
94	96		ratified;
95	97		(2) the date of each defective corporate act;
96	98		(3) the nature of the failure of authorization with
97	99		respect to each corporate act to be ratified; and
98	100		(4) that the members approve the ratification of the
99	101		defective corporate act or acts.
100	102		Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF
101	103		RESOLUTIONS. (a) The quorum and voting requirements applicable to
102	104		the adoption of the resolutions to ratify a defective corporate act
103	105		under Section 22.503 are the same as the quorum and voting
104	106		requirements applicable at the time of the adoption of the
105	107		resolutions for the type of defective corporate act proposed to be
106	108		ratified.
107	109		(b) Notwithstanding Subsection (a) and except as provided
108	110		by Subsection (c), if in order for a quorum to be present or to
109	111		approve the defective corporate act, the presence or approval of a
110	112		larger number or portion of the governing authority would have been
111	113		required by the governing documents of the corporation, any plan or
112	114		agreement to which the corporation was a party, or any provision of
113	115		the corporate statute, each as in effect at the time of the
114	116		defective corporate act, then the presence or approval of the
115	117		larger number or portion of such governing authority must be
116	118		required for a quorum to be present or to adopt the resolutions to
117	119		ratify the defective corporate act, as applicable.
118	120		(c) If the corporation has members with voting rights or if
119	121		the corporation had members with voting rights at the time of the
120	122		taking of the defective corporate act, the presence or approval of
121	123		any director elected, appointed, or nominated by a class of members
122	124		that no longer exists, or by any person that is no longer a member,
123	125		shall not be required for a quorum to be present or to adopt the
124	126		resolutions.
125	127		Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT
126	128		BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION. If the
127	129		corporation has members with voting rights, each defective
128	130		corporate act ratified under Section 22.503(a) must be submitted to
129	131		such members of the corporation for approval as provided by
130	132		Sections 22.506 and 22.507, unless no other provision of the
131	133		corporate statute, no provision of the corporation's governing
132	134		documents, and no provision of any plan or agreement to which the
133	135		corporation is a party would have required approval by such members
134	136		of:
135	137		(1) the defective corporate act to be ratified at the
136	138		time of that defective corporate act; or
137	139		(2) the type of defective corporate act to be ratified
138	140		at the time the board of directors adopts the resolutions ratifying
139	141		that defective corporate act under Section 22.503.
140	142		Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE
141	143		CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS.
142	144		(a) If a corporation has members with voting rights and if the
143	145		ratification of a defective corporate act is required to be
144	146		submitted to such members for approval under Section 22.505, notice
145	147		of the time, place, if any, and purpose of the meeting shall be
146	148		given at least 20 days before the date of the meeting to:
147	149		(1) each member with voting rights as of the record
148	150		date of the meeting, at the address of the member as it appears or
149	151		most recently appeared, as appropriate, on the corporation's
150	152		records; and
151	153		(2) each member with voting rights as of the time of
152	154		the defective corporate act, except that notice is not required to
153	155		be given to a member whose identity or address cannot be ascertained
154	156		from the corporation's records.
155	157		(b) The notice must contain:
156	158		(1) copies of the resolutions adopted by the board of
157	159		directors under Section 22.503 or the information required by
158	160		Sections 22.503(a)(1)-(4); and
159	161		(2) a statement that, on member approval of the
160	162		ratification of the defective corporate act made in accordance with
161	163		this subchapter, the member's right to challenge the defective
162	164		corporate act is limited to an action claiming that a court of
163	165		appropriate jurisdiction, in its discretion, should declare:
164	166		(A) that the ratification not take effect or that
165	167		it take effect only on certain conditions, if that action is filed
166	168		with the court not later than the 120th day after the applicable
167	169		validation effective time; or
168	170		(B) that the ratification was not accomplished in
169	171		accordance with this subchapter.
170	172		Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED
171	173		DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS.
172	174		(a) If the corporation has members with voting rights, at the
173	175		meeting of such members, the quorum and voting requirements
174	176		applicable to the approval of the ratification of a defective
175	177		corporate act under Section 22.505 are the same as the quorum and
176	178		voting requirements applicable at the time of the approval by the
177	179		members of the ratification for the type of ratified defective
178	180		corporate act proposed to be approved, except as provided by this
179	181		section.
180	182		(b) If the presence or approval of a larger number of
181	183		members or of any class of members would have been required for a
182	184		quorum to be present or to approve the defective corporate act, as
183	185		applicable, by the corporation's governing documents, any plan or
184	186		agreement to which the corporation was a party, or any provision of
185	187		the corporate statute, each as in effect at the time of the
186	188		defective corporate act, then the presence or approval of the
187	189		larger number of members or of the class of members shall be
188	190		required for a quorum to be present or to approve the ratification
189	191		of the defective corporate act, as applicable, except that the
190	192		presence or approval of any class that is no longer in existence or
191	193		has no members, or of any person that is no longer a member with
192	194		voting rights, is not required.
193	195		(c) The approval by the members with voting rights of the
194	196		ratification of the election of a director requires the affirmative
195	197		vote of the majority of members present at the meeting and entitled
196	198		to vote on the election of the director at the time of the approval,
197	199		unless the governing documents of the corporation then in effect or
198	200		in effect at the time of the defective election require or required
199	201		a larger number of members with voting rights or of any class of
200	202		members with voting rights to elect the director, in which case the
201	203		affirmative vote of the larger number of members or of the class of
202	204		members is required to ratify the election of the director, except
203	205		that the presence or approval of any class that is no longer in
204	206		existence or has no members, or of any person that is no longer a
205	207		member with voting rights, is not required.
206	208		Sec. 22.508. CERTIFICATE OF VALIDATION. (a) If a
207	209		defective corporate act ratified under this subchapter would have
208	210		required under any other provision of the corporate statute the
209	211		filing of a filing instrument or other document with the filing
210	212		officer, the corporation shall file a certificate of validation
211	213		with respect to the defective corporate act in accordance with
212	214		Chapter 4, regardless of whether a filing instrument or other
213	215		document was previously filed with respect to the defective
214	216		corporate act. The filing of another filing instrument or document
215	217		is not required.
216	218		(b) A separate certificate of validation is required for
217	219		each defective corporate act for which a certificate of validation
218	220		is required under this section, except that two or more defective
219	221		corporate acts may be included in a single certificate of
220	222		validation if the corporation filed, or to comply with the
221	223		applicable provisions of this code could have filed, a single
222	224		filing instrument or other document under another provision of this
223	225		code to effect the acts.
224	226		(c) The certificate of validation must include:
225	227		(1) each defective corporate act that is a subject of
226	228		the certificate of validation, including:
227	229		(A) the date of the defective corporate act; and
228	230		(B) the nature of the failure of authorization
229	231		with respect to the defective corporate act;
230	232		(2) a statement that each defective corporate act was
231	233		ratified in accordance with this subchapter, including:
232	234		(A) the date on which the board of directors
233	235		ratified each defective corporate act; and
234	236		(B) if the corporation has members with voting
235	237		rights, the date, if any, on which the members approved the
236	238		ratification of each defective corporate act or, if the management
237	239		of the affairs of the corporation is vested in its members under
238	240		Section 22.202, the date on which the members ratified each
239	241		defective corporate act; and
240	242		(3) as appropriate:
241	243		(A) if a filing instrument was previously filed
242	244		with a filing officer under the corporate statute with respect to
243	245		the defective corporate act and no change to the filing instrument
244	246		is required to give effect to the defective corporate act as
245	247		ratified in accordance with this subchapter:
246	248		(i) the name, title, and filing date of the
247	249		previously filed filing instrument and of any certificate of
248	250		correction to the filing instrument; and
249	251		(ii) a statement that a copy of the
250	252		previously filed filing instrument, together with any certificate
251	253		of correction to the filing instrument, is attached as an exhibit to
252	254		the certificate of validation;
253	255		(B) if a filing instrument was previously filed
254	256		with a filing officer under the corporate statute with respect to
255	257		the defective corporate act and the filing instrument requires any
256	258		change to give effect to the defective corporate act as ratified in
257	259		accordance with this subchapter, including a change to the date and
258	260		time of the effectiveness of the filing instrument:
259	261		(i) the name, title, and filing date of the
260	262		previously filed filing instrument and of any certificate of
261	263		correction to the filing instrument;
262	264		(ii) a statement that a filing instrument
263	265		containing all the information required to be included under the
264	266		applicable provisions of this code to give effect to the ratified
265	267		defective corporate act is attached as an exhibit to the
266	268		certificate of validation; and
267	269		(iii) the date and time that the attached
268	270		filing instrument is considered to have become effective under this
269	271		subchapter; or
270	272		(C) if a filing instrument was not previously
271	273		filed with a filing officer under the corporate statute with
272	274		respect to the defective corporate act and the defective corporate
273	275		act as ratified under this subchapter would have required under the
274	276		other applicable provisions of this code the filing of a filing
275	277		instrument in accordance with Chapter 4, if the defective corporate
276	278		act had occurred when this code was in effect:
277	279		(i) a statement that a filing instrument
278	280		containing all the information required to be included under the
279	281		applicable provisions of this code to give effect to the defective
280	282		corporate act, as if the defective corporate act had occurred when
281	283		this code was in effect, is attached as an exhibit to the
282	284		certificate of validation; and
283	285		(ii) the date and time that the attached
284	286		filing instrument is considered to have become effective under this
285	287		subchapter.
286	288		(d) A filing instrument attached to a certificate of
287	289		validation under Subsection (c)(3)(B) or (C) does not need to be
288	290		executed separately and does not need to include any statement
289	291		required by any other provision of this code that the instrument has
290	292		been approved and adopted in accordance with that provision.
291	293		Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE
292	294		CORPORATE ACT. On or after the validation effective time, unless
293	295		determined otherwise in an action brought under Section 22.512,
294	296		each defective corporate act ratified in accordance with this
295	297		subchapter may not be considered void or voidable as a result of the
296	298		failure of authorization described by the resolutions adopted under
297	299		Sections 22.503 and 22.504, and the effect shall be retroactive to
298	300		the time of the defective corporate act.
299	301		Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF
300	302		DEFECTIVE CORPORATE ACT. (a) If the management of the affairs of a
301	303		corporation is vested in its members under Section 22.202 or if a
302	304		corporation has members with voting rights, for each defective
303	305		corporate act ratified by the governing authority under Sections
304	306		22.503 and 22.504, notice of the ratification shall be given
305	307		promptly to:
306	308		(1) each member having voting rights as of the date the
307	309		governing authority adopted the resolutions ratifying the
308	310		defective corporate act; or
309	311		(2) each member having voting rights as of a date not
310	312		later than the 60th day after the date of adoption, as established
311	313		by the governing authority.
312	314		(b) Notice under this section shall be sent to the address
313	315		of a member described by Subsection (a)(1) or (a)(2) as the address
314	316		appears or most recently appeared, as appropriate, on the records
315	317		of the corporation.
316	318		(c) Notice under this section shall also be given to each
317	319		member having voting rights as of the time of the defective
318	320		corporate act, except that notice is not required to be given to a
319	321		member whose identity or address cannot be ascertained from the
320	322		corporation's records.
321	323		(d) The notice must contain:
322	324		(1) copies of the resolutions adopted by the governing
323	325		authority under Section 22.503 or the information required by
324	326		Sections 22.503(a)(1)-(4) or 22.503(c)(1)-(4), as applicable; and
325	327		(2) a statement that, on ratification of the defective
326	328		corporate act made in accordance with this subchapter, the member's
327	329		right to challenge the defective corporate act is limited to an
328	330		action claiming that a court of appropriate jurisdiction, in its
329	331		discretion, should declare:
330	332		(A) that the ratification not take effect or that
331	333		it take effect only on certain conditions, if the action is filed
332	334		not later than the 120th day after the later of the applicable
333	335		validation effective time or the time at which the notice required
334	336		by this section is given; or
335	337		(B) that the ratification was not accomplished in
336	338		accordance with this subchapter.
337	339		(e) Notwithstanding Subsections (a)-(d), notice is not
338	340		required to be given under this section to a person if notice of the
339	341		ratification of the defective corporate act is given to that person
340	342		in accordance with Section 22.506.
341	343		(f) For purposes of Sections 22.505, 22.506, and 22.507 and
342	344		this section, notice to members with voting rights as of the time of
343	345		the defective corporate act shall be treated as notice to such
344	346		members for purposes of Sections 6.051, 6.052, 6.053, 6.201, 6.202,
345	347		6.203, 6.204, 6.205, and 22.156.
346	348		(g) If the ratification of a defective corporate act has
347	349		been approved by the members acting under Section 6.202, the notice
348	350		required by this section may be included in any notice required to
349	351		be given under Section 6.202(d) and, if included:
350	352		(1) shall be sent to the members entitled to the notice
351	353		under Section 6.202(d) and all other members otherwise entitled to
352	354		the notice under Subsection (a); and
353	355		(2) is not required to be sent to members who signed a
354	356		consent described by Section 6.202(b).
355	357		Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS
356	358		CONCERNING VALIDATION NOT EXCLUSIVE. (a) Ratification of an act
357	359		or transaction under this subchapter or validation of an act or
358	360		transaction as provided by Sections 22.512 through 22.515 is not
359	361		the exclusive means of ratifying or validating any act or
360	362		transaction taken by or on behalf of the corporation, including any
361	363		defective corporate act, or of adopting or endorsing any act or
362	364		transaction taken by or in the name of the corporation before the
363	365		corporation exists.
364	366		(b) The absence or failure of ratification of an act or
365	367		transaction in accordance with this subchapter or of validation of
366	368		an act or transaction as provided by Sections 22.512 through 22.515
367	369		does not, of itself, affect the validity or effectiveness of any act
368	370		or transaction properly ratified under common law or otherwise, nor
369	371		does it create a presumption that any such act or transaction is or
370	372		was a defective corporate act.
371	373		Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE
372	374		CORPORATE ACTS. (a) The following may bring an action under this
373	375		section:
374	376		(1) the corporation;
375	377		(2) any successor entity to the corporation;
376	378		(3) any member of the corporation's board of directors
377	379		or other person having fiduciary responsibility in relation to the
378	380		actions of the corporation;
379	381		(4) any member with voting rights; or
380	382		(5) any record member with voting rights as of the time
381	383		a defective corporate act was ratified in accordance with this
382	384		subchapter.
383	385		(b) Subject to Section 22.515, the district court, on
384	386		application by a person described by Subsection (a), may:
385	387		(1) determine the validity and effectiveness of any
386	388		defective corporate act ratified in accordance with this
387	389		subchapter;
388	390		(2) determine the validity and effectiveness of the
389	391		ratification of any defective corporate act in accordance with this
390	392		subchapter;
391	393		(3) determine the validity and effectiveness of:
392	394		(A) any defective corporate act not ratified
393	395		under this subchapter; or
394	396		(B) any defective corporate act not ratified
395	397		effectively under this subchapter;
396	398		(4) determine the validity of any corporate act or
397	399		transaction; and
398	400		(5) modify or waive any of the procedures set forth in
399	401		Sections 22.501 through 22.511 to ratify a defective corporate act.
400	402		(c) In connection with an action brought under this section,
401	403		the district court may:
402	404		(1) declare that a ratification in accordance with and
403	405		pursuant to this subchapter is not effective or that the
404	406		ratification is effective only at a time or on conditions as
405	407		specified by the district court;
406	408		(2) validate and declare effective any defective
407	409		corporate act and impose conditions on such a validation;
408	410		(3) require measures to remedy or avoid harm to any
409	411		person substantially and adversely affected by a ratification under
410	412		this subchapter or from any order of the district court pursuant to
411	413		this section, excluding any harm that would have resulted had the
412	414		defective corporate act been valid when approved or effectuated;
413	415		(4) order the filing officer to accept for filing an
414	416		instrument with an effective date and time as specified by the
415	417		court, which may be before or subsequent to the time of the order;
416	418		(5) if the corporation has members with voting rights,
417	419		order that a meeting of such members be held and determine the right
418	420		and power of persons to vote at the meeting;
419	421		(6) declare that a defective corporate act validated
420	422		by the court is effective as of the time of the defective corporate
421	423		act or at such other time as determined by the court; and
422	424		(7) make any other order regarding such matters as the
423	425		court considers appropriate under the circumstances.
424	426		(d) In connection with the resolution of matters under
425	427		Subsections (b) and (c), the district court may consider:
426	428		(1) whether the defective corporate act was originally
427	429		approved or effectuated with the belief that the approval or
428	430		effectuation was in compliance with the provisions of the corporate
429	431		statute or the governing documents of the corporation;
430	432		(2) whether the corporation and the corporation's
431	433		board of directors have treated the defective corporate act as a
432	434		valid act or transaction and whether any person has acted in
433	435		reliance on the public record that the defective corporate act was
434	436		valid;
435	437		(3) whether any person will be or was harmed by the
436	438		ratification or validation of the defective corporate act,
437	439		excluding any harm that would have resulted had the defective
438	440		corporate act been valid when it was approved or took effect;
439	441		(4) whether any person will be harmed by the failure to
440	442		ratify or validate the defective corporate act; and
441	443		(5) any other factors or considerations the district
442	444		court considers just and equitable.
443	445		Sec. 22.513. EXCLUSIVE JURISDICTION. The district court
444	446		has exclusive jurisdiction to hear and determine any action brought
445	447		under Section 22.512.
446	448		Sec. 22.514. SERVICE. (a) Service of an application filed
447	449		under Section 22.512 on the registered agent of a corporation or in
448	450		any other manner permitted by applicable law is considered to be
449	451		service on the corporation, and no other party need be joined in
450	452		order for the district court to adjudicate the matter.
451	453		(b) If an action is brought by a corporation under Section
452	454		22.512, the district court may require that notice of the action be
453	455		provided to other persons identified by the court and permit those
454	456		other persons to intervene in the action.
455	457		Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section
456	458		does not apply to:
457	459		(1) an action asserting that a ratification was not
458	460		accomplished in accordance with this subchapter; or
459	461		(2) any person to whom notice of the ratification was
460	462		not given as required by Sections 22.506 and 22.510.
461	463		(b) Notwithstanding any other provision of this subchapter:
462	464		(1) an action claiming that a defective corporate act
463	465		is void or voidable due to a failure of authorization identified in
464	466		the resolutions adopted in accordance with Section 22.503 may not
465	467		be filed in or must be dismissed by any court after the applicable
466	468		validation effective time; and
467	469		(2) an action claiming that a court of appropriate
468	470		jurisdiction, in its discretion, should declare that a ratification
469	471		in accordance with this subchapter not take effect or that the
470	472		ratification take effect only on certain conditions may not be
471	473		filed with the court after the expiration of the 120th day after the
472	474		later of the validation effective time or the time that any notice
473	475		required to be given under Section 22.510 is given with respect to
474	476		the ratification.
475	477		(c) Except as otherwise provided by a corporation's
476	478		governing documents, for purposes of this section, notice under
477	479		Section 22.510 that is:
478	480		(1) mailed is considered to be given on the date the
479	481		notice is deposited in the United States mail with postage paid in
480	482		an envelope addressed to the member at the member's address
481	483		appearing or most recently appearing, as appropriate, in the
482	484		records of the corporation; and
483	485		(2) transmitted by facsimile or electronic message is
484	486		considered to be given when the facsimile or electronic message is
485	487		transmitted to a facsimile number or an electronic message address
486	488		provided by the member, or to which the member consents, for the
487	489		purpose of receiving notice.
488	490		Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this
489	491		section, "charitable entity" has the meaning assigned by Section
490	492		123.001, Property Code.
491	493		(b) An action brought under Section 22.512 that involves a
492	494		charitable entity is considered a "proceeding involving a
493	495		charitable trust" to which Chapter 123, Property Code, applies.
494	496		SECTION 2. Section 4.153, Business Organizations Code, is
495	497		amended to read as follows:
496	498		Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a
497	499		filing by or for a nonprofit corporation, the secretary of state
498	500		shall impose the following fees:
499	501		(1) for filing a certificate of formation, $25;
500	502		(2) for filing a certificate of amendment, $25;
501	503		(3) for filing a certificate of merger, conversion, or
502	504		consolidation, without regard to whether the surviving or new
503	505		corporation is a domestic or foreign corporation, $50;
504	506		(4) for filing a statement of change of a registered
505	507		office, registered agent, or both, $5;
506	508		(5) for filing a certificate of termination, $5;
507	509		(6) for filing an application of a foreign corporation
508	510		for registration to conduct affairs in this state, $25;
509	511		(7) for filing an application of a foreign corporation
510	512		for an amended registration to conduct affairs in this state, $25;
511	513		(8) for filing a certificate of withdrawal of a
512	514		foreign corporation, $5;
513	515		(9) for filing a restated certificate of formation and
514	516		accompanying statement, $50;
515	517		(10) for filing a statement of change of name or
516	518		address of a registered agent, $15, except that the maximum fee for
517	519		simultaneous filings by a registered agent for more than one
518	520		corporation may not exceed $250;
519	521		(11) for filing a report under Chapter 22, $5;
520	522		(12) for filing a report under Chapter 22 to reinstate
521	523		a corporation's right to conduct affairs in this state, $5, plus a
522	524		late fee in the amount of $5 or in the amount of $1 for each month or
523	525		part of a month that the report remains unfiled, whichever amount is
524	526		greater, except that the late fee may not exceed $25;
525	527		(13) for filing a report under Chapter 22 to reinstate
526	528		a corporation or registration following involuntary termination or
527	529		revocation, $25; [and]
528	530		(14) for filing a certificate of validation, $5, plus
529	531		the filing fee imposed for filing each new filing instrument that is
530	532		attached as an exhibit to the certificate of validation under
531	533		Section 22.508(c)(3)(C); and
532	534		(15) for filing any instrument of a domestic or
533	535		foreign corporation as provided by this code for which this section
534	536		does not expressly provide a fee, $5.
535	537		SECTION 3. This Act takes effect September 1, 2019.
536		-	______________________________ ______________________________
537		-	President of the Senate Speaker of the House
538		-	I hereby certify that S.B. No. 1969 passed the Senate on
539		-	May 3, 2019, by the following vote: Yeas 31, Nays 0.
540		-	______________________________
541		-	Secretary of the Senate
542		-	I hereby certify that S.B. No. 1969 passed the House on
543		-	May 22, 2019, by the following vote: Yeas 142, Nays 2,
544		-	two present not voting.
545		-	______________________________
546		-	Chief Clerk of the House
547		-	Approved:
548		-	______________________________
549		-	Date
550		-	______________________________
551		-	Governor