Directors' resolutions under the Texas Business Organizations Code
How a Texas corporation's board passes resolutions, by meeting or under TBOC § 21.415, with interested-director rules under § 21.418.
| § 6.201 | Action by written consent in lieu of meeting |
|---|---|
| § 21.415 | Board of directors action without meeting |
| § 21.418 | Interested director transactions |
- TBOC § 6.201 (general) and § 21.415 (corporate-specific) permit unanimous written consent
- Every director entitled to vote must sign for the consent to be effective
- Conflict-of-interest transactions governed by § 21.418
- Telephone meetings permitted under § 21.412
- Texas permits the certificate of formation or bylaws to modify the consent mechanism
TBOC § 21.415 written consent
The Texas Business Organizations Code permits the board to act by unanimous written consent. Every director entitled to vote on the matter must sign. The mechanism is consistent with the Model Business Corporation Act on which the TBOC is based.
Interested-director transactions under § 21.418
Section 21.418 provides safe harbors for interested-director transactions, similar to Delaware § 144: disclosure plus majority disinterested director approval, shareholder ratification, or demonstrated fairness.
Texas-specific governance flexibility
TBOC permits the certificate of formation or bylaws to modify many default rules, including the consent mechanism. A Texas corporation can, by certificate or bylaws, require a meeting for certain decisions or impose higher consent thresholds. Counsel should check the certificate and bylaws before relying on the default mechanism.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.