By Turner of Harris                                   H.B. No. 1494
                                 A BILL TO BE ENTITLED
    1-1                                AN ACT
    1-2  relating to the organization and operation of nonprofit
    1-3  corporations.
    1-4        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
    1-5        SECTION 1.  Section A, Article 1.02, Texas Non-Profit
    1-6  Corporation Act (Article 1396-1.02, Vernon's Texas Civil Statutes),
    1-7  is amended by adding Subdivisions (14) and (15) to read as follows:
    1-8              (14)  "Director" means a member of the board of
    1-9  directors of a corporation organized under this Act.
   1-10              (15)  "Ordinary care" means the care that an ordinarily
   1-11  prudent person in a similar position would exercise under similar
   1-12  circumstances.
   1-13        SECTION 2.  The Texas Non-Profit Corporation Act (Article
   1-14  1396-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
   1-15  adding Article 2.04A to read as follows:
   1-16        Art. 2.04A.  RESERVED NAME.  A.  The exclusive right to the
   1-17  use of a corporate name may be reserved by:
   1-18              (1)  a person intending to organize a corporation under
   1-19  this Act;
   1-20              (2)  a domestic corporation intending to change its
   1-21  name;
   1-22              (3)  a foreign corporation intending to apply for a
   1-23  certificate of authority to conduct affairs in this State;
   1-24              (4)  a foreign corporation authorized to conduct
    2-1  affairs in this State and intending to change its name; or
    2-2              (5)  a person intending to organize a foreign
    2-3  corporation and intending to have that corporation apply for a
    2-4  certificate of authority to conduct affairs in this State.
    2-5        B.  An application for name reservation or transfer of the
    2-6  exclusive use of a specified corporate name is subject to the
    2-7  procedures and period prescribed by Article 2.06, Texas Business
    2-8  Corporation Act.
    2-9        SECTION 3.  Article 2.05, Texas Non-Profit Corporation Act
   2-10  (Article 1396-2.05, Vernon's Texas Civil Statutes), is amended to
   2-11  read as follows:
   2-12        Art. 2.05.  Registered Office and Registered Agent.  <A.>
   2-13  Each corporation shall have and continuously maintain in this
   2-14  State:
   2-15              (1)  A registered office which may be, but need not be,
   2-16  the same as its principal office.
   2-17              (2)  A registered agent, which agent may be an
   2-18  individual resident in this State whose business office is
   2-19  identical with such registered office, or a domestic corporation,
   2-20  whether for profit or not for profit, or a foreign corporation,
   2-21  whether for profit or not for profit, authorized to transact
   2-22  business or to conduct its affairs in this State which has a
   2-23  <principal or> business office identical with such registered
   2-24  office.
   2-25        <B.  On or before the 15th day of November, 1961, each not
   2-26  for profit corporation organized under the laws of this State prior
   2-27  to the effective date of this Act shall designate its registered
    3-1  office and appoint its registered agent by filing in the office of
    3-2  the Secretary of State a statement setting forth:>
    3-3              <(1)  The name of the corporation.>
    3-4              <(2)  The street address of its registered office.>
    3-5              <(3)  The name of its registered agent.>
    3-6              <(4)  The street address of its registered agent.>
    3-7              <(5)  That the street address of its registered office
    3-8  and the street address of its registered agent are the same.>
    3-9              <(6)  That such designation and appointment were
   3-10  authorized by resolution duly adopted by its board of directors or,
   3-11  if the management of the corporation is vested in its members
   3-12  pursuant to Article 2.14C of this Act, by the members.>
   3-13        <C.  The statement required by this Article shall be executed
   3-14  by the corporation by its president or a vice-president, and
   3-15  verified by him.  The original and a copy of the statement shall be
   3-16  delivered to the Secretary of State.  If the Secretary of State
   3-17  finds that such statement conforms to the provisions of this Act,
   3-18  he shall, when all fees have been paid as prescribed by law:>
   3-19              <(1)  Endorse on the original and the copy the word
   3-20  "Filed" and the month, day, and year of the filing thereof.>
   3-21              <(2)  File the original in his office.>
   3-22              <(3)  Deliver the copy to the corporation or its
   3-23  representative.>
   3-24        <D.  Upon such filing the designation of the registered
   3-25  office and the appointment of the registered agent shall become
   3-26  effective.>
   3-27        SECTION 4.  The Texas Non-Profit Corporation Act (Article
    4-1  1396-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
    4-2  adding Article 2.06A to read as follows:
    4-3        Art. 2.06A.  CHANGE OF ADDRESS OF REGISTERED AGENT.  A.  The
    4-4  location of the registered office in this State for a corporation
    4-5  may be changed from one address to another by filing in the office
    4-6  of the Secretary of State a statement setting forth:
    4-7              (1)  the name of the corporation represented by the
    4-8  registered agent;
    4-9              (2)  the street address at which the registered agent
   4-10  has maintained the registered office for that corporation;
   4-11              (3)  the new street address at which the registered
   4-12  agent will maintain the registered office for that corporation; and
   4-13              (4)  a statement that notice of the change has been
   4-14  given to the corporation in writing at least ten (10) days before
   4-15  the date of the filing.
   4-16        B.  The statement required by this article shall be signed by
   4-17  the registered agent or, if the agent is a corporation, by an
   4-18  officer of the corporate agent on its behalf.  If the registered
   4-19  agent is simultaneously filing statements for more than one
   4-20  corporation, each statement may contain facsimile signatures in the
   4-21  execution.  The original and one copy of the statement shall be
   4-22  delivered to the Secretary of State.  If the Secretary of State
   4-23  finds that the statement conforms to this Act, the Secretary of
   4-24  State shall:
   4-25              (1)  endorse on the original and the copy the word
   4-26  "Filed," and the month, day, and year of the filing;
   4-27              (2)  file the original in the Secretary of State's
    5-1  office; and
    5-2              (3)  return the copy to the registered agent.
    5-3        C.  The registered office of the corporation named in the
    5-4  statement shall be changed to the new street address of the
    5-5  registered agent on the filing of the statement by the Secretary of
    5-6  State.
    5-7        SECTION 5.  Article 2.09, Texas Non-Profit Corporation Act
    5-8  (Article 1396-2.09, Vernon's Texas Civil Statutes), is amended to
    5-9  read as follows:
   5-10        Art. 2.09.  By-Laws.  A.  The initial by-laws of a
   5-11  corporation shall be adopted by its board of directors or, if the
   5-12  management of the corporation is vested in its members <pursuant to
   5-13  Article 2.14C of this Act>, by the members.  <The power to alter,
   5-14  amend, or repeal the by-laws or to adopt new by-laws shall be
   5-15  vested in the members, if any, but such power may be delegated by
   5-16  the members to the board of directors.  In the event the
   5-17  corporation has no members, the power to alter, amend, or repeal
   5-18  the by-laws or to adopt new by-laws shall be vested in the board of
   5-19  directors.>  The by-laws may contain any provisions for the
   5-20  regulation and management of the affairs of the <a> corporation not
   5-21  inconsistent with law or <with> the articles of incorporation.
   5-22        B.  A corporation's board of directors may amend or repeal
   5-23  the corporation's by-laws, or adopt new by-laws, unless:
   5-24              (1)  the articles of incorporation or this Act reserves
   5-25  the power exclusively to the members in whole or in part;
   5-26              (2)  the management of the corporation is vested in its
   5-27  members; or
    6-1              (3)  the members in amending, repealing, or adopting a
    6-2  particular by-law expressly provide that the board of directors may
    6-3  not amend or repeal that by-law.
    6-4        SECTION 6.  Section A, Article 2.11, Texas Non-Profit
    6-5  Corporation Act (Article 1396-2.11, Vernon's Texas Civil Statutes),
    6-6  is amended to read as follows:
    6-7        A.  In the case of a corporation other than a church, written
    6-8  or printed notice stating the place, day, and <or> hour of the
    6-9  meeting and, in case of a special meeting, the purpose or purposes
   6-10  for which the meeting is called, shall be delivered not less than
   6-11  ten (10) nor more than sixty (60) <fifty (50)> days before the date
   6-12  of the meeting, either personally, by facsimile transmission, or by
   6-13  mail, by or at the direction of the president, or the secretary, or
   6-14  the officers or persons calling the meeting, to each member
   6-15  entitled to vote at such meeting.  If mailed, such notice shall be
   6-16  deemed to be delivered when deposited in the United States mail
   6-17  addressed to the member at his address as it appears on the records
   6-18  of the corporation, with postage thereon paid.  If transmitted by
   6-19  facsimile, notice is deemed to be delivered on successful
   6-20  transmission of the facsimile.
   6-21        SECTION 7.  The Texas Non-Profit Corporation Act (Article
   6-22  1396-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
   6-23  adding Articles 2.11A and 2.11B to read as follows:
   6-24        Art. 2.11A.  RECORD DATE FOR DETERMINING MEMBERS ENTITLED TO
   6-25  NOTICE AND VOTE.  A.  The by-laws of a corporation may fix or
   6-26  provide the manner of fixing a date as the record date for
   6-27  determining the members entitled to notice of a members' meeting.
    7-1  If the by-laws do not fix and do not provide for fixing the record
    7-2  date, the board of directors may fix a future date as the record
    7-3  date.  If a record date is not fixed, members at the close of
    7-4  business on the business day preceding the date on which notice is
    7-5  given, or if notice is waived, at the close of business on the
    7-6  business day preceding the date of the meeting, are entitled to
    7-7  notice of the meeting.
    7-8        B.  The by-laws of a corporation may fix or provide the
    7-9  manner of fixing a date as the record date for determining the
   7-10  members entitled to vote at a members' meeting.  If the by-laws do
   7-11  not fix and do not provide for fixing a record date, the board may
   7-12  fix a future date as the record date.  If a record date is not
   7-13  fixed, members on the date of the meeting who are otherwise
   7-14  eligible to vote are entitled to vote at the meeting.
   7-15        C.  The by-laws may fix or provide the manner for fixing a
   7-16  date as the record date for the purpose of determining the members
   7-17  entitled to exercise any rights regarding any other lawful action.
   7-18  If the by-laws do not fix and do not provide for fixing a record
   7-19  date, the board of directors may fix in advance a record date.  If
   7-20  a record date is not fixed, members at the close of business on the
   7-21  date on which the board of directors adopts the resolution relating
   7-22  to the record date, or the 60th day before the date of the other
   7-23  action, whichever is later, are entitled to exercise those rights.
   7-24        D.  A record date fixed under this section may not be more
   7-25  than sixty (60) days before the date of the meeting or action that
   7-26  requires the determination of the members.
   7-27        E.  A determination of members entitled to notice of or to
    8-1  vote at a members' meeting is effective for any adjournment of the
    8-2  meeting unless the board fixes a new date for determining the right
    8-3  to notice or the right to vote.  The board must fix a new date for
    8-4  determining the right to notice or the right to vote if the meeting
    8-5  is adjourned to a date more than ninety (90) days after the record
    8-6  date for determining members entitled to notice of the original
    8-7  meeting.
    8-8        Art. 2.11B.  VOTING MEMBERS' LIST FOR MEETING.  A.  After
    8-9  fixing a record date for the notice of a meeting, a corporation
   8-10  shall prepare an alphabetical list of the names of all its voting
   8-11  members who are entitled to notice of the meeting.  The list must
   8-12  show the address and number of votes each voting member is entitled
   8-13  to cast at the meeting.  The corporation shall maintain, through
   8-14  the time of the members' meeting, a list of members who are
   8-15  entitled to vote at the meeting but are not entitled to notice of
   8-16  the meeting.  This list shall be prepared on the same basis and be
   8-17  part of the list of voting members.
   8-18        B.  Not later than two (2) business days after the date
   8-19  notice is given of a meeting for which a list was prepared, as
   8-20  provided by Section A of this article, and continuing through the
   8-21  meeting, the list of voting members must be available for
   8-22  inspection by any member entitled to vote at the meeting for the
   8-23  purpose of communication with other members concerning the meeting
   8-24  at the corporation's principal office or at a reasonable place
   8-25  identified in the meeting notice in the city where the meeting will
   8-26  be held.  A voting member or voting member's agent or attorney is
   8-27  entitled on written demand to inspect and, subject to the
    9-1  limitations of Section B, Article 2.23, of this Act to copy the
    9-2  list at a reasonable time and at the member's expense during the
    9-3  period it is available for inspection.
    9-4        C.  The corporation shall make the list of voting members
    9-5  available at the meeting, and any voting member or voting member's
    9-6  agent or attorney is entitled to inspect the list at any time
    9-7  during the meeting or any adjournment.
    9-8        SECTION 8.  Sections A and B, Article 2.13, Texas Non-Profit
    9-9  Corporation Act (Article 1396-2.13, Vernon's Texas Civil Statutes),
   9-10  are amended to read as follows:
   9-11        A.  Each member, regardless of class, shall be entitled to
   9-12  one (1) vote on each matter submitted to a vote <at a meeting> of
   9-13  the members, except to the extent that the voting rights of members
   9-14  of any class or classes are limited, enlarged, or denied by the
   9-15  articles of incorporation or the by-laws.
   9-16        B.  A member may vote in person or, unless the articles of
   9-17  incorporation or the by-laws otherwise provide, may vote by proxy
   9-18  executed in writing by the member or by his duly authorized
   9-19  attorney-in-fact.  No proxy shall be valid after eleven (11) months
   9-20  from the date of its execution, unless otherwise provided in the
   9-21  proxy<; provided, however, proxies executed before and in existence
   9-22  on the effective date of this Act shall continue in and have such
   9-23  effect as they then have in accordance with whatever may then be
   9-24  their terms>.  Each proxy shall be revocable unless expressly
   9-25  provided therein to be irrevocable, and in no event shall it remain
   9-26  irrevocable for more than eleven (11) months.  Where directors or
   9-27  officers are to be elected by members, the by-laws may provide that
   10-1  such elections may be conducted by mail, by facsimile transmission,
   10-2  or by any combination of the two.
   10-3        SECTION 9.  Article 2.14, Texas Non-Profit Corporation Act
   10-4  (Article 1396-2.14, Vernon's Texas Civil Statutes), is amended to
   10-5  read as follows:
   10-6        Art. 2.14.  BOARD OF DIRECTORS <OR TRUSTEES>.  A.  The
   10-7  affairs of a corporation shall be managed by a board of directors<,
   10-8  or trustees>.  Directors <or trustees> need not be residents of
   10-9  this State or members of the corporation unless the articles of
  10-10  incorporation or the by-laws so require.  The articles of
  10-11  incorporation or the by-laws may prescribe other qualifications for
  10-12  directors <or trustees>.
  10-13        B.  Boards of directors <or trustees> of religious,
  10-14  charitable, educational, or eleemosynary institutions may be
  10-15  affiliated with, elected and controlled by a convention, conference
  10-16  or association organized under the laws of this State or another
  10-17  state, whether incorporated or unincorporated, whose membership is
  10-18  composed of representatives, delegates, or messengers from any
  10-19  church or other religious association.
  10-20        C.  The articles of incorporation of a corporation <church>
  10-21  may vest the management of the affairs of the corporation in its
  10-22  members.  If the corporation <church> has a board of directors <or
  10-23  similar body>, it may limit the authority of the <such> board of
  10-24  directors to whatever extent as may be set forth in the articles of
  10-25  incorporation or by-laws.  Except for a church organized and
  10-26  operating under a congregational system, was incorporated before
  10-27  January 1, 1994, and has the management of its affairs vested in
   11-1  its members, a <A> corporation <church organized and operating
   11-2  under a congregational system and incorporated prior to the
   11-3  effective date of this Act> shall be deemed to have vested the
   11-4  management of the affairs of the corporation in its board of
   11-5  directors <members> in the absence of an express provision to the
   11-6  contrary in the articles of incorporation or the by-laws.
   11-7        D.  The board of directors <In the case of a corporation
   11-8  which is a church, the Board> may be designated by any name
   11-9  appropriate to the customs, usages, or tenets of the corporation
  11-10  <church>.
  11-11        E.  The board of directors <or trustees> of a <non-profit>
  11-12  corporation may be elected (in whole or in part) by one or more
  11-13  associations <another non-profit corporation> or corporations,
  11-14  organized under the laws of this State or another state <domestic
  11-15  or foreign,> if (1) the articles of incorporation or the by-laws
  11-16  <bylaws> of the former corporation so provide, and (2) the former
  11-17  corporation has no members with voting rights.
  11-18        F.  The articles of incorporation or the by-laws may provide
  11-19  that any one or more persons may be ex-officio members of the board
  11-20  of directors.  A person designated as an ex-officio member of the
  11-21  board of directors is entitled to notice of and to attend meetings
  11-22  of the board of directors.  The ex-officio member is not entitled
  11-23  to vote unless otherwise provided in the articles of incorporation
  11-24  or the by-laws.  An ex-officio member of the board of directors who
  11-25  is not entitled to vote does not have the duties or liabilities of
  11-26  a director as provided in this Act.
  11-27        SECTION 10.  Article 2.15, Texas Non-Profit Corporation Act
   12-1  (Article 1396-2.15, Vernon's Texas Civil Statutes), is amended to
   12-2  read as follows:
   12-3        Art. 2.15.  Number, Election, Classification, and Removal of
   12-4  Directors.  A.  The number of directors of a corporation shall be
   12-5  not less than three (3).  Subject to such limitation, the number of
   12-6  directors shall be fixed by, or in the manner provided in, the
   12-7  articles of incorporation or the by-laws, except as to the number
   12-8  constituting the initial board of directors, which number shall be
   12-9  fixed by the articles of incorporation.  The number of directors
  12-10  may be increased or decreased from time to time by amendment to, or
  12-11  in the manner provided in, the articles of incorporation or the
  12-12  by-laws, but no decrease shall have the effect of shortening the
  12-13  term of any incumbent director.  The number of directors may not be
  12-14  decreased to fewer than three (3).  In the absence of a by-law or a
  12-15  provision of the articles of incorporation fixing the number of
  12-16  directors or providing for the manner in which the number of
  12-17  directors shall be fixed, the number of directors shall be the same
  12-18  as the number constituting the initial board of directors as fixed
  12-19  by the articles of incorporation.
  12-20        B.  The directors constituting the initial board of directors
  12-21  shall be named in the articles of incorporation and shall hold
  12-22  office until the first annual election of directors or for such
  12-23  other period as may be specified in the articles of incorporation
  12-24  or the by-laws. Thereafter, directors shall be elected, <or>
  12-25  appointed, or designated in the manner and for the terms provided
  12-26  in the articles of incorporation or the by-laws.  If the method of
  12-27  election, designation, or appointment is not provided in the
   13-1  articles of incorporation or by-laws, the directors, other than the
   13-2  initial directors, shall be elected by the board of directors.  In
   13-3  the absence of a provision in the articles of incorporation or the
   13-4  by-laws fixing the term of office, a director shall hold office
   13-5  until the next annual election of directors and until his successor
   13-6  shall have been elected, <or> appointed, or designated and
   13-7  qualified.
   13-8        C.  Directors may be divided into classes and the terms of
   13-9  office of the several classes need not be uniform.  Unless removed
  13-10  in accordance with the provisions of the articles of incorporation
  13-11  or the by-laws, each director shall hold office for the term for
  13-12  which he is elected, <or> appointed, or designated and until his
  13-13  successor shall have been elected, <or> appointed, or designated
  13-14  and qualified.
  13-15        D.  A director may be removed from office pursuant to any
  13-16  procedure therefor provided in the articles of incorporation or
  13-17  by-laws.  In the absence of a provision providing for removal, a
  13-18  director may be removed from office, with or without cause, by the
  13-19  persons entitled to elect, designate, or appoint the director.  If
  13-20  the director was elected to office, removal requires an affirmative
  13-21  vote equal to the vote necessary to elect the director.
  13-22        SECTION 11.  Article 2.20, Texas Non-Profit Corporation Act
  13-23  (Article 1396-2.20, Vernon's Texas Civil Statutes), is amended to
  13-24  read as follows:
  13-25        Art. 2.20.  Officers.  A.  The officers of a corporation
  13-26  shall consist of a president and a secretary and may also consist
  13-27  of<,> one or more vice-presidents, <a secretary,> a treasurer, and
   14-1  such other officers and assistant officers as may be deemed
   14-2  necessary, each of whom shall be elected or appointed at such time
   14-3  and in such manner and for such terms not exceeding three (3) years
   14-4  as may be prescribed in the articles of incorporation or the
   14-5  by-laws.  In the absence of any such provisions, all officers shall
   14-6  be elected or appointed annually by the board of directors, or, if
   14-7  the management of the corporation is vested in its members
   14-8  <pursuant to Article 2.14C of this Act>, by the members.  Any two
   14-9  or more offices may be held by the same person, except the offices
  14-10  of president and secretary.  A committee duly designated may
  14-11  perform the functions of any officer and the functions of any two
  14-12  or more officers may be performed by a single committee, including
  14-13  the functions of both president and secretary.
  14-14        B.  <The articles of incorporation or the by-laws may provide
  14-15  that any one or more officers of the corporation shall be
  14-16  ex-officio members of the board of directors.>
  14-17        <C.>  The officers of a corporation may be designated by such
  14-18  other or additional titles as may be provided in the articles of
  14-19  incorporation or the by-laws.
  14-20        C. <D.>  In the case of a corporation which is a church, it
  14-21  shall not be necessary that there be officers as provided herein,
  14-22  but such duties and responsibilities may be vested in the board of
  14-23  directors <trustees> or other designated body in any manner
  14-24  provided for in the articles of incorporation or the by-laws.
  14-25        D.  In the discharge of a duty imposed or power conferred on
  14-26  an officer of a corporation, the officer may in good faith and with
  14-27  ordinary care rely on information, opinions, reports, or
   15-1  statements, including financial statements and other financial
   15-2  data, concerning the corporation or another person, that were
   15-3  prepared or presented by:
   15-4              (1)  one or more other officers or employees of the
   15-5  corporation, including members of the board of directors;
   15-6              (2)  legal counsel, public accountants, or other
   15-7  persons as to matters the officer reasonably believes are within
   15-8  the person's professional or expert competence; or
   15-9              (3)  in the case of religious corporations, religious
  15-10  authorities and ministers, priests, rabbis, or other persons whose
  15-11  position or duties in the religious organization the  officer
  15-12  believes justify reliance and confidence and whom the officer
  15-13  believes to be reliable and competent in the matters presented.
  15-14        E.  An officer is not relying in good faith as required by
  15-15  Section D of this article if the officer has knowledge concerning
  15-16  the matter in question that makes reliance otherwise permitted by
  15-17  Section D of this article unwarranted.
  15-18        SECTION 12.  Section B, Article 2.23, Texas Non-Profit
  15-19  Corporation Act (Article 1396-2.23, Vernon's Texas Civil Statutes),
  15-20  is amended to read as follows:
  15-21        B.  A member of a corporation, on written demand stating the
  15-22  purpose of the demand, has the right to examine and copy, in person
  15-23  or by agent, accountant, or attorney, at any reasonable time, <All
  15-24  books and records of a corporation may be inspected by any member,
  15-25  or his agent or attorney,> for any proper purpose, the books and
  15-26  records of the corporation relevant to that purpose, at the expense
  15-27  of the member <at any reasonable time>.
   16-1        SECTION 13.  Section B, Article 2.23A, Texas Non-Profit
   16-2  Corporation Act (Article 1396-2.23A, Vernon's Texas Civil
   16-3  Statutes), is amended to read as follows:
   16-4        B.  Based on these records, the board of directors <or
   16-5  trustees> shall annually prepare or approve a report of the
   16-6  financial activity of the corporation for the preceding year.  The
   16-7  report must conform to accounting standards as promulgated by the
   16-8  American Institute of Certified Public Accountants and must include
   16-9  a statement of support, revenue, and expenses and changes in fund
  16-10  balances, a statement of functional expenses, and balance sheets
  16-11  for all funds.
  16-12        SECTION 14.  Article 2.26, Texas Non-Profit Corporation Act
  16-13  (Article 1396-2.26, Vernon's Texas Civil Statutes), is amended to
  16-14  read as follows:
  16-15        Art. 2.26.  LIABILITY OF DIRECTORS IN CERTAIN CASES <AND
  16-16  OTHER PERSONS FOR WRONGFUL DISTRIBUTION OF ASSETS>.  A.  In
  16-17  addition to any other liabilities imposed by law upon directors of
  16-18  a corporation, the directors who vote for or assent to any
  16-19  distribution of assets other than in payment of its debts, when the
  16-20  corporation is insolvent or when such distribution would render the
  16-21  corporation insolvent, or during the liquidation of the corporation
  16-22  without the payment and discharge of or making adequate provisions
  16-23  for all known debts, obligations and liabilities of the
  16-24  corporation, shall be jointly and severally liable to the
  16-25  corporation for the value of such assets which are thus
  16-26  distributed, to the extent that such debts, obligations and
  16-27  liabilities of the corporation are not thereafter paid and
   17-1  discharged.
   17-2        B.  A director of a corporation who is present at a meeting
   17-3  of its board of directors at which action was taken on such
   17-4  corporate matter shall be presumed to have assented to such action
   17-5  unless his dissent shall be entered in the minutes of the meeting
   17-6  or unless he shall file his written dissent to such action with the
   17-7  person acting as the secretary of the meeting before the
   17-8  adjournment thereof or shall forward such dissent by registered
   17-9  mail to the secretary of the corporation immediately after the
  17-10  adjournment of the meeting.  Such right to dissent shall not apply
  17-11  to a director who voted in favor of the action.
  17-12        C.  A director shall not be liable under Section A of this
  17-13  Article if,  in voting for or assenting to a distribution, the
  17-14  director:
  17-15              (1)  relied in good faith and with ordinary care on
  17-16  information, opinions, reports, or statements, including financial
  17-17  statements and other financial data, concerning the corporation or
  17-18  another person that were prepared or presented by:
  17-19                    (a)  one or more officers or employees of the
  17-20  corporation;
  17-21                    (b)  legal counsel, public accountants, or other
  17-22  persons as to matters the director reasonably believes are within
  17-23  the person's professional or expert competence; or
  17-24                    (c)  a committee of the board of directors of
  17-25  which the director is not a member;
  17-26              (2)  acting in good faith and with ordinary care,
  17-27  considered the assets of the corporation to be  at least that of
   18-1  their book value; or
   18-2              (3)  in determining whether the corporation made
   18-3  adequate provision for payment, satisfaction, or discharge of all
   18-4  of its liabilities and obligations as provided in Article 6.03 of
   18-5  this Act, relied in good faith and with ordinary care on financial
   18-6  statements of, or other information concerning, a person who was or
   18-7  became contractually obligated to pay, satisfy, or discharge some
   18-8  or all of those liabilities or obligations <the exercise of
   18-9  ordinary care, he relied and acted in good faith upon written
  18-10  financial statements of the corporation represented to him to be
  18-11  correct by the president or by the officer of such corporation
  18-12  having charge of its books of account, or certified by an
  18-13  independent public or certified public accountant or firm of such
  18-14  accountants fairly to reflect the financial condition of such
  18-15  corporation, nor shall he be so liable if, in the exercise of
  18-16  ordinary care and good faith, in determining the amount available
  18-17  for such distribution, he considered the assets to be of their book
  18-18  value>.
  18-19        D.  A director shall not be liable under this Article if, in
  18-20  the exercise of ordinary care, he acted in good faith and in
  18-21  reliance upon the written opinion of an attorney for the
  18-22  corporation.
  18-23        E.  A director against whom a claim shall be asserted under
  18-24  this Article and who shall be held liable thereon shall be entitled
  18-25  to contribution from persons who accepted or received such
  18-26  distribution knowing such distribution to have been made in
  18-27  violation of this Article, in proportion to the amounts received by
   19-1  them respectively.
   19-2        SECTION 15.  Sections A and C, Article 2.27, Texas Non-Profit
   19-3  Corporation Act (Article 1396-2.27, Vernon's Texas Civil Statutes),
   19-4  are amended to read as follows:
   19-5        A.  Notwithstanding any provision in this Act or in the
   19-6  articles of incorporation to the contrary (except as provided in
   19-7  Section B), the articles of incorporation of each corporation which
   19-8  is a private foundation described in Section 509 of the Internal
   19-9  Revenue Code of 1986 <1954>  shall be deemed to contain the
  19-10  following provisions:  "The corporation shall make distributions at
  19-11  such time and in such manner as not to subject it to tax under
  19-12  Section 4942 of the Internal Revenue Code of 1986 <1954>;  the
  19-13  corporation shall not engage in any act of self-dealing which would
  19-14  be subject to tax under Section 4941 of the Code; the corporation
  19-15  shall not retain any excess business holdings which would subject
  19-16  it to tax under Section 4943 of the Code;  the corporation shall
  19-17  not make any investments which would subject it to tax under
  19-18  Section 4944 of the Code;  and the corporation shall not make any
  19-19  taxable expenditures which would subject it to tax under Section
  19-20  4945 of the Code."  With respect to any such corporation organized
  19-21  prior to January 1, 1970, this Section A shall apply only for its
  19-22  taxable years beginning on or after January 1, 1972.
  19-23        C.  All references in this Article to "the Code" are to the
  19-24  Internal Revenue Code of 1986 <1954>, and all references in this
  19-25  Article to specific sections of the Code include corresponding
  19-26  provisions of any subsequent Federal tax laws.
  19-27        SECTION 16.  The Texas Non-Profit Corporation Act (Article
   20-1  1396-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
   20-2  adding Articles 2.28, 2.29, and 2.30 to read as follows:
   20-3        Art. 2.28.  GENERAL STANDARDS FOR DIRECTORS.  A.  A director
   20-4  shall discharge the director's duties, including the director's
   20-5  duties as a member of a committee, in good faith, with ordinary
   20-6  care, and in a manner the director reasonably believes to be in the
   20-7  best interest of the corporation.
   20-8        B.  In the discharge of any duty imposed or power conferred
   20-9  on a director, including as a member of a committee, the director
  20-10  may in good faith rely on information, opinions, reports, or
  20-11  statements, including financial statements and other financial
  20-12  data, concerning the corporation or another person that were
  20-13  prepared or presented by:
  20-14              (1)  one or more officers or employees of the
  20-15  corporation;
  20-16              (2)  legal counsel, public accountants, or other
  20-17  persons as to matters the director reasonably believes are within
  20-18  the person's professional or expert competence;
  20-19              (3)  a committee of the board of directors of which the
  20-20  director is not a member; or
  20-21              (4)  in the case of religious corporations, religious
  20-22  authorities and ministers, priests, rabbis, or other persons whose
  20-23  position or duties in the religious organization the director
  20-24  believes justify reliance and confidence and whom the director
  20-25  believes to be reliable and competent in the matters presented.
  20-26        C.  A director is not relying in good faith, within the
  20-27  meaning of this article, if the director has knowledge concerning a
   21-1  matter in question that makes reliance otherwise permitted by this
   21-2  article unwarranted.
   21-3        D.  A director is not liable to the corporation, any member,
   21-4  or any other person for any action taken or not taken as a director
   21-5  if the director acted in compliance with this article.  A person
   21-6  seeking to establish liability of a director must prove that the
   21-7  director has not acted:
   21-8              (1)  in good faith;
   21-9              (2)  with ordinary care; and
  21-10              (3)  in a manner the director reasonably believes to be
  21-11  in the best interest of the corporation.
  21-12        E.  A director is not deemed to have the duties of a trustee
  21-13  of a trust with respect to the corporation or with respect to any
  21-14  property held or administered by the corporation, including
  21-15  property that may be subject to restrictions imposed by the donor
  21-16  or transferor of the property.
  21-17        Art. 2.29.  DELEGATION OF INVESTMENT AUTHORITY.  A.  The
  21-18  board of directors of a corporation may:
  21-19              (1)  from time to time contract with investment
  21-20  counsel, trust companies, banks, investment advisors, or investment
  21-21  managers; and
  21-22              (2)  confer on those advisors full power and authority
  21-23  to:
  21-24                    (a)  purchase or otherwise acquire stocks, bonds,
  21-25  securities, and other investments on behalf of the corporation; and
  21-26                    (b)  sell, transfer, or otherwise dispose of any
  21-27  of the corporation's assets and properties at a time and for a
   22-1  consideration that the advisor deems appropriate.
   22-2        B.  The board of directors also may:
   22-3              (1)  confer on an advisor described by Section A of
   22-4  this article other powers regarding the corporation's investments
   22-5  as the board of directors deems appropriate; and
   22-6              (2)  authorize the advisor to hold title to any of the
   22-7  corporation's assets and properties in its own name for the benefit
   22-8  of the corporation or in the name of a nominee for the benefit of
   22-9  the corporation.
  22-10        C.  The board of directors has no liability regarding any
  22-11  action taken or omitted by an advisor engaged under this article if
  22-12  the board of directors acted in good faith and with ordinary care
  22-13  in selecting the advisor.  The board of directors may remove or
  22-14  replace the advisor, with or without cause, if they deem that
  22-15  action appropriate or necessary.
  22-16        Art. 2.30.  INTERESTED DIRECTORS.  A.  A contract or
  22-17  transaction between a corporation and one or more of its directors,
  22-18  officers, or members, or between a corporation and any other
  22-19  corporation, partnership, association, or other organization in
  22-20  which one or more of its directors, officers, or members are
  22-21  directors, officers, or members, or have a financial interest, is
  22-22  not void or voidable solely for that reason, solely because the
  22-23  director, officer, or member is present at or participates in the
  22-24  meeting of the board or committee of the board or of the members
  22-25  that authorizes the contract or transaction, or solely because the
  22-26  director's, officer's, or member's votes are counted for that
  22-27  purpose, if:
   23-1              (1)  the material facts as to the relationship or
   23-2  interest and as to the contract or transaction are disclosed or are
   23-3  known to the board of directors, the committee, or the members, and
   23-4  the board, committee, or members in good faith and with ordinary
   23-5  care authorizes the contract or transaction by the affirmative vote
   23-6  of a majority of the disinterested directors or members, even
   23-7  though the disinterested directors or members are less than a
   23-8  quorum;
   23-9              (2)  the material facts as to the relationship or
  23-10  interest and as to the contract or transaction are disclosed or are
  23-11  known to the members entitled to vote on the contract or
  23-12  transaction, and the contract or transaction is specifically
  23-13  approved in good faith and with ordinary care by vote of the
  23-14  disinterested members; or
  23-15              (3)  the contract or transaction is fair to the
  23-16  corporation when it is authorized, approved, or ratified by the
  23-17  board of directors, a committee of the board, or the members.
  23-18        B.  Common or interested directors or members may be counted
  23-19  in determining the presence of a quorum at a meeting of the board
  23-20  of directors, of a committee, or of the members that authorizes the
  23-21  contract or transaction.
  23-22        SECTION 17.  Sections A and D, Article 3.02, Texas Non-Profit
  23-23  Corporation Act (Article 1396-3.02, Vernon's Texas Civil Statutes),
  23-24  are amended to read as follows:
  23-25        A.  The articles of incorporation shall set forth:
  23-26              (1)  The name of the corporation.
  23-27              (2)  A statement that the corporation is a non-profit
   24-1  corporation.
   24-2              (3)  The period of duration, which may be perpetual.
   24-3              (4)  The purpose or purposes for which the corporation
   24-4  is organized.
   24-5              (5)  If the corporation is to have no members, a
   24-6  statement to that effect.
   24-7              (6)  If <the corporation is a church and the>
   24-8  management of the <its> affairs of the corporation is to be vested
   24-9  in its members <pursuant to Article 2.14C of this Act>, a statement
  24-10  to that effect.
  24-11              (7)  Any provision, not inconsistent with law,
  24-12  including any provision which under this Act is required or
  24-13  permitted to be set forth in the bylaws, which the incorporators
  24-14  elect to set forth in the articles of incorporation for the
  24-15  regulation of the internal affairs of the corporation.
  24-16              (8)  The street address of its initial registered
  24-17  office and the name of its initial registered agent at such street
  24-18  address.
  24-19              (9)  The number of directors <or trustees> constituting
  24-20  the initial board of directors <or trustees>, and the names and
  24-21  addresses of the persons who are to serve as the initial directors
  24-22  unless the management of the corporation is vested in its members,
  24-23  in which event a statement to that effect shall be set forth <or
  24-24  trustees.  A church vesting management of its affairs in its
  24-25  members pursuant to Article 2.14C of this Act may, in lieu of
  24-26  providing for a board of directors or trustees, set forth in the
  24-27  articles of incorporation the officers or other body designated
   25-1  pursuant to Article 2.20D of this Act>.
   25-2              (10)  The name and street or post office address of
   25-3  each incorporator.
   25-4              (11)  If the corporation is to be authorized on its
   25-5  dissolution to distribute its assets in a manner other than as
   25-6  provided by Article 6.02(3) of this Act, a statement describing the
   25-7  manner of distribution of the corporation's assets.
   25-8        D.  Unless the articles of incorporation provide that a
   25-9  change in the number of directors <or trustees> shall be made only
  25-10  by amendment to the articles of incorporation, a change in the
  25-11  number of directors <or trustees> made by amendment to the by-laws
  25-12  shall be controlling.  In all other cases, whenever a provision of
  25-13  the articles of incorporation is inconsistent with a by-law, the
  25-14  provision of the articles of incorporation shall be controlling.
  25-15        SECTION 18.  Sections A and C, Article 3.05, Texas Non-Profit
  25-16  Corporation Act (Article 1396-3.05, Vernon's Texas Civil Statutes),
  25-17  are amended to read as follows:
  25-18        A.  After the issuance of the certificate of incorporation,
  25-19  an organization meeting of the board of directors named in the
  25-20  articles of incorporation shall be held, either within or without
  25-21  this State, at the call of <a majority of> the incorporators or the
  25-22  call of a majority of the directors named in the articles of
  25-23  incorporation, for the purpose of adopting by-laws, electing
  25-24  officers, and for such other purposes as may come before the
  25-25  meeting.  The incorporators or directors calling the meeting shall
  25-26  give at least three (3) days'  notice thereof by mail to each
  25-27  director named in the articles of incorporation, which notice shall
   26-1  state the time and place of the meeting.
   26-2        C.  If the management of a corporation <church> is vested in
   26-3  its members <pursuant to Article 2.14C of this Act>, the
   26-4  organization meeting shall be held by the members upon the call of
   26-5  any <a majority> of the incorporators.  The incorporators calling
   26-6  the meeting shall (a)  give at least three (3) days' notice by mail
   26-7  to each member stating the time and place of the meeting, or shall
   26-8  (b)  make an oral announcement of the time and place of meeting at
   26-9  a regularly scheduled worship service prior to such meeting if the
  26-10  corporation is a church, or shall (c) give such notice of the
  26-11  meeting as may be provided for in the articles of incorporation.
  26-12        SECTION 19.  Section A, Article 4.02, Texas Non-Profit
  26-13  Corporation Act (Article 1396-4.02, Vernon's Texas Civil Statutes),
  26-14  is amended to read as follows:
  26-15        A.  Amendments to the articles of incorporation may be made
  26-16  in the following manner:
  26-17              (1)  Except as provided in Section A(4) of this
  26-18  article, where <Where> there are members having voting rights, the
  26-19  board of directors shall adopt a resolution setting forth the
  26-20  proposed amendment and directing that it be submitted to a vote at
  26-21  a meeting of members having voting rights, which may be either an
  26-22  annual or a special meeting.  Written or printed notice setting
  26-23  forth the proposed amendment or a summary of the changes to be
  26-24  effected thereby shall be given to each member entitled to vote at
  26-25  such meeting within the time and in the manner provided in this Act
  26-26  for the giving of notice of meetings of members.  The proposed
  26-27  amendment shall be adopted upon receiving at least two-thirds of
   27-1  the votes which members present at such meeting in person or by
   27-2  proxy are entitled to cast, unless any class of members is entitled
   27-3  to vote as a class thereon by the terms of the articles of
   27-4  incorporation or of the by-laws, in which event the proposed
   27-5  amendment shall not be adopted unless it also receives at least
   27-6  two-thirds of the votes which the members of each such class who
   27-7  are present at such meeting in person or by proxy are entitled to
   27-8  cast.
   27-9              (2)  Where there are no members, <or> no members having
  27-10  voting rights, or in the case of an amendment under Section A(4) of
  27-11  this article, an amendment shall be adopted at a meeting of the
  27-12  board of directors upon receiving the vote of a majority of the
  27-13  directors in office.
  27-14              (3)  Where the management of the affairs of the
  27-15  corporation is vested in the members pursuant to Article 2.14C of
  27-16  this Act, the proposed amendment shall be submitted to a vote at a
  27-17  meeting of members which may be an annual, a regular, or a special
  27-18  meeting.  Except as otherwise provided in the articles of
  27-19  incorporation or the by-laws, notice setting forth the proposed
  27-20  amendment or a summary of the changes to be effected thereby shall
  27-21  be given to the members within the time and in the manner provided
  27-22  in this Act for the giving of notice of meetings of members.  The
  27-23  proposed amendment shall be adopted upon receiving at least
  27-24  two-thirds of the votes of members present at such meeting.
  27-25              (4)  Unless the articles of incorporation provide
  27-26  otherwise, the board of directors of a corporation with members
  27-27  having voting rights may adopt one or more of the following
   28-1  amendments to the articles of incorporation without member
   28-2  approval:
   28-3                    (a)  extend the duration of the corporation if it
   28-4  was incorporated when limited duration was required by law;
   28-5                    (b)  delete the names and addresses of the
   28-6  initial directors;
   28-7                    (c)  delete the name and address of the initial
   28-8  registered agent or registered office, if a statement of change is
   28-9  on file with the Secretary of State; or
  28-10                    (d)  change the corporate name by substituting
  28-11  the word "corporation," "incorporated," "company," "limited," or
  28-12  the abbreviation "corp.," "inc.," "co.," "ltd.," for a similar word
  28-13  or abbreviation in the name, or by adding, deleting, or changing a
  28-14  geographical attribution to the name.
  28-15        SECTION 20.  Section A, Article 4.06, Texas Non-Profit
  28-16  Corporation Act (Article 1396-4.06, Vernon's Texas Civil Statutes),
  28-17  is amended to read as follows:
  28-18        A.  A corporation may, by following the procedure to amend
  28-19  the articles of incorporation provided by this Act, authorize,
  28-20  execute and file restated articles of incorporation, except that
  28-21  member approval, if the corporation has members with voting rights,
  28-22  is not required if no amendments are made.  The restated articles
  28-23  of incorporation <which> may restate either:
  28-24              (1)  The entire text of the articles of incorporation
  28-25  as amended or supplemented by all certificates of amendment
  28-26  previously issued by the Secretary of State; or
  28-27              (2)  The entire text of the articles of incorporation
   29-1  as amended or supplemented by all certificates of amendment
   29-2  previously issued by the Secretary of State, and as further amended
   29-3  by such restated articles of incorporation.
   29-4        SECTION 21.  Article 5.05, Texas Non-Profit Corporation Act
   29-5  (Article 1396-5.05, Vernon's Texas Civil Statutes), is amended to
   29-6  read as follows:
   29-7        Art. 5.05.  Effective Date of Merger or Consolidation of
   29-8  Domestic Corporations.  A.  Except as provided by Article 10.07 of
   29-9  this Act, on <Upon> the issuance of the certificate of merger or
  29-10  the certificate of consolidation by the Secretary of State, the
  29-11  merger or consolidation of domestic corporations shall be effected.
  29-12        SECTION 22.  Article 5.08, Texas Non-Profit Corporation Act
  29-13  (Article 1396-5.08, Vernon's Texas Civil Statutes), is amended to
  29-14  read as follows:
  29-15        Art. 5.08.  Conveyance by Corporation.  A.  Any corporation
  29-16  may convey land by deed, with or without the seal of the
  29-17  corporation, signed by an officer <the president or vice-president>
  29-18  or attorney in fact of the corporation when authorized by
  29-19  appropriate resolution of the board of directors or members.  Such
  29-20  deed, when acknowledged by such officer or attorney in fact to be
  29-21  the act of the corporation, or proved in the manner prescribed for
  29-22  other conveyances of lands, may be recorded in like manner and with
  29-23  the same effect as other deeds.  Any such deed when recorded, if
  29-24  signed by an officer <the president or any vice-president> of the
  29-25  corporation, shall constitute prima facie evidence that such
  29-26  resolution of the board of directors or members was duly adopted.
  29-27        SECTION 23.  Article 6.02, Texas Non-Profit Corporation Act
   30-1  (Article 1396-6.02, Vernon's Texas Civil Statutes), is amended to
   30-2  read as follows:
   30-3        Art. 6.02.  Application and Distribution of Assets.  A.  The
   30-4  assets of a corporation in the process of dissolution shall be
   30-5  applied and distributed as follows:
   30-6              (1)  All liabilities and obligations of the corporation
   30-7  shall be paid, satisfied and discharged; in case its property and
   30-8  assets are not sufficient to satisfy or discharge all the
   30-9  corporation's liabilities and obligations, the corporation shall
  30-10  apply them so far as they will go to the just and equitable payment
  30-11  of the liabilities and obligations.
  30-12              (2)  Assets held by the corporation upon condition
  30-13  requiring return, transfer or conveyance, which condition occurs by
  30-14  reason of the dissolution, shall be returned, transferred or
  30-15  conveyed in accordance with such requirements.
  30-16              (3)  Unless provided otherwise by a provision of the
  30-17  corporation's articles of incorporation <that refers to this
  30-18  subsection>, the remaining assets of the corporation shall be
  30-19  distributed only for tax exempt purposes to one or more
  30-20  organizations which are exempt under Section 501(c)(3), Internal
  30-21  Revenue Code of 1986 <1954> (26 U.S.C. Section 501(c)(3)), or its
  30-22  successor statute, or which are described in Section 170(c)(1) or
  30-23  (2), Internal Revenue Code of 1986 <1954> (26 U.S.C. Section
  30-24  170(c)(1) or (2)), or its successor statute, pursuant to a plan of
  30-25  distribution adopted as provided in this Act.  A district court of
  30-26  the county in which the corporation's principal office is located
  30-27  shall distribute to one or more organizations exempt under Section
   31-1  501(c)(3) or described in Section 170(c)(1) or (2), or their
   31-2  successor statutes, the remaining assets of the corporation not
   31-3  distributed under the plan of distribution.  Any distribution by
   31-4  the court shall be made in such manner as, in the judgment of the
   31-5  court, will best accomplish the general purposes for which the
   31-6  corporation was organized.
   31-7        SECTION 24.  Article 7.09, Texas Non-Profit Corporation Act
   31-8  (Article 1396-7.09, Vernon's Texas Civil Statutes), is amended to
   31-9  read as follows:
  31-10        Art. 7.09.  Decree of Involuntary Dissolution.  A.  In
  31-11  proceedings to liquidate the assets and affairs of a corporation,
  31-12  when the costs and expenses of such proceedings and all debts,
  31-13  obligations, and liabilities of the corporation shall have been
  31-14  paid and discharged, or adequate provision has been made for the
  31-15  discharge, and all of its remaining property and assets distributed
  31-16  in accordance with the provisions of this Act, or in case its
  31-17  property and assets are not sufficient to satisfy and discharge
  31-18  such costs, expenses, debts, and obligations, when all the property
  31-19  and assets have been applied so far as they will go to their
  31-20  payment, the court shall enter a decree dissolving the corporation,
  31-21  whereupon the <existence of the> corporation shall cease to exist.
  31-22        SECTION 25.  Section B, Article 7.11, Texas Non-Profit
  31-23  Corporation Act (Article 1396-7.11, Vernon's Texas Civil Statutes),
  31-24  is amended to read as follows:
  31-25        B.  On receipt of satisfactory written <and verified> proof
  31-26  of ownership or of right to such fund within seven (7) years from
  31-27  the date such fund was so deposited, the State Treasurer shall
   32-1  certify such fact to the Comptroller of Public Accounts, who shall
   32-2  issue proper warrant therefor drawn on the State Treasurer in favor
   32-3  of the person or persons then entitled thereto.  If no claimant has
   32-4  made satisfactory proof of rights to such fund within seven (7)
   32-5  years from the time of such deposit the State Treasurer shall then
   32-6  cause to be published in one issue of a newspaper of general
   32-7  circulation in Travis County, Texas, a notice of the proposed
   32-8  escheat of such fund, giving the name of the creditor, member, or
   32-9  other person <or shareholder> apparently entitled thereto, his last
  32-10  known address, if any, the amount of the fund so deposited, and the
  32-11  name of the dissolved corporation from whose assets such fund was
  32-12  derived.  If no claimant makes satisfactory proof of right to such
  32-13  fund within two months from the time of such publication, the fund
  32-14  so unclaimed shall thereupon automatically escheat to and become
  32-15  the property of the General Revenue Fund of the State of Texas.
  32-16        SECTION 26.  Article 7.12, Texas Non-Profit Corporation Act
  32-17  (Article 1396-7.12, Vernon's Texas Civil Statutes), is amended to
  32-18  read as follows:
  32-19        Art. 7.12.  Limited Survival After Dissolution.  A.  A
  32-20  dissolved corporation <dissolved (1) by the issuance of a
  32-21  certificate of dissolution or other action by the Secretary of
  32-22  State, (2)  by a decree of a court when the court has not
  32-23  liquidated all the assets and business of the corporation as
  32-24  provided in this Act, or (3)  by expiration of its period of
  32-25  duration,> shall continue its corporate existence for a period of
  32-26  three (3) years from the date of dissolution, for the following
  32-27  purposes:
   33-1              (1)  prosecuting or defending in its corporate name any
   33-2  action or proceeding by or against the corporation;
   33-3              (2)  permitting the survival of any remedy not
   33-4  otherwise barred by limitations available to or against the
   33-5  corporation, its officers, directors, members, or creditors, for
   33-6  any right or claim existing, or any liability incurred, before the
   33-7  dissolution;
   33-8              (3)  holding title to and liquidating any assets or
   33-9  property that remain in the corporation at the time of, or are
  33-10  collected by the corporation after, its dissolution, and applying
  33-11  or distributing those assets or properties, or the proceeds
  33-12  thereof, as provided in Subsection (3) of Section A of Article 6.04
  33-13  of this Act; and
  33-14              (4)  settling any other affairs not completed before
  33-15  its dissolution.
  33-16        However, such a dissolved corporation may not continue its
  33-17  corporate existence for the purpose of continuing the business or
  33-18  affairs for which the dissolved corporation was organized, except
  33-19  in the case of a corporation whose period of duration has expired
  33-20  and that has chosen to revive its existence as provided in this Act
  33-21  or a corporation that has been dissolved by the Secretary of State
  33-22  pursuant to Section B of Article 7.01 of this Act and that has been
  33-23  reinstated pursuant to Section E of Article 7.01 of this Act.
  33-24        B.  During the three-year period, the members of the board of
  33-25  directors of a dissolved corporation <or trustees> serving at the
  33-26  time of dissolution or the majority of them then living, however
  33-27  reduced in number, or their successors selected by them, shall
   34-1  continue to manage the affairs of the dissolved corporation for the
   34-2  limited purpose or purposes specified in this Article, and shall
   34-3  have the powers necessary to accomplish those purposes, including
   34-4  the power to prosecute, pay, compromise, defend, and satisfy any
   34-5  action, claim, demand, or judgment by or against the dissolved
   34-6  corporation, and to administer, sell, and distribute in final
   34-7  liquidation any property or assets still remaining.  In the
   34-8  exercise of those powers, the directors shall have the same duties
   34-9  to the dissolved corporation that they had immediately prior to the
  34-10  dissolution of the corporation and shall be liable to the dissolved
  34-11  corporation for actions taken by them after the dissolution to the
  34-12  same extent that they would have been liable had those actions been
  34-13  taken by them prior to the dissolution.  Additional directors <or
  34-14  trustees> may be elected for purposes of this section in accordance
  34-15  with the procedures provided in the bylaws in effect before the
  34-16  dissolution.
  34-17        C.  A corporation is not liable for any claim other than an
  34-18  existing claim.  An existing claim by or against a dissolved
  34-19  corporation is extinguished unless an action or proceeding on the
  34-20  existing claim is brought before the third anniversary of the date
  34-21  of dissolution.  If an action or proceeding on an existing claim by
  34-22  or against a dissolved corporation is brought within the period
  34-23  provided by this section and the existing claim is not extinguished
  34-24  under this article, the dissolved corporation continues to survive:
  34-25              (1)  for purposes of that action or proceeding until
  34-26  all judgments, orders, and decrees in that action or proceeding
  34-27  have been fully executed; and
   35-1              (2)  for purposes of applying or distributing any
   35-2  properties or assets of the dissolved corporation as provided in
   35-3  Article 6.02 of this Act, until the properties or assets are
   35-4  applied or distributed <If after the expiration of the three-year
   35-5  period there still remains unresolved any action or proceeding not
   35-6  otherwise barred by limitations begun by or against the corporation
   35-7  before its dissolution or within three (3) years after the date of
   35-8  its dissolution, the corporation shall continue to survive only for
   35-9  the purpose of that action or proceeding, until any judgment,
  35-10  order, or decree in the action or proceeding is fully executed.  If
  35-11  at the expiration of the three-year period no action or proceeding
  35-12  on any remedy available to or against the corporation, its
  35-13  officers, directors, members, or creditors, for any right or claim
  35-14  existing, or any liability incurred, before the dissolution shall
  35-15  have been brought, then that remedy shall abate>.
  35-16        D.  A dissolved corporation may give written notice to a
  35-17  person having or asserting an existing claim against the dissolved
  35-18  corporation to present the existing claim to the dissolved
  35-19  corporation in accordance with the notice.  The notice must be sent
  35-20  by registered or certified mail, return receipt requested, to the
  35-21  person having or asserting the existing claim at the person's last
  35-22  known address, and must:
  35-23              (1)  state that the person's claim against the
  35-24  dissolved corporation must be presented in writing to the dissolved
  35-25  corporation on or before the date stated in the notice, which shall
  35-26  be not earlier than 120 days after the date the notice is sent to
  35-27  the person;
   36-1              (2)  state that the written presentation of the claim
   36-2  must describe the claim in sufficient detail to reasonably inform
   36-3  the dissolved corporation of the identity of the person and to the
   36-4  nature and amount of the claim;
   36-5              (3)  state a mailing address where the written
   36-6  presentation of the person's claim against the dissolved
   36-7  corporation is to be sent and state that if the written
   36-8  presentation of the claim is not received at that address on or
   36-9  before the date stated in the notice, the claim will be
  36-10  extinguished; and
  36-11              (4)  be accompanied by a copy of this section.
  36-12        E.  If a written presentation of a person's claim against the
  36-13  dissolved corporation that meets the requirements of Section D of
  36-14  this article has been received at the address of the dissolved
  36-15  corporation stated in the notice on or before the date stated in
  36-16  the notice, the dissolved corporation may give written notice to
  36-17  that person that the claim is rejected by the dissolved
  36-18  corporation.  The notice of rejection must be sent by registered or
  36-19  certified mail, return receipt requested, addressed to the person
  36-20  at the person's last known address, and must state:
  36-21              (1)  that the claim is rejected by the dissolved
  36-22  corporation;
  36-23              (2)  that the claim will be extinguished unless an
  36-24  action or proceeding on the claim is brought within 180 days after
  36-25  the date the notice of rejection was sent to the person and before
  36-26  the third anniversary of the date of dissolution; and
  36-27              (3)  the date the notice of rejection was sent and the
   37-1  date of dissolution.
   37-2        F.  A person's claim against a dissolved corporation is
   37-3  extinguished if:
   37-4              (1)  a written presentation of that claim meeting the
   37-5  requirements of this article is not received at the address of the
   37-6  dissolved corporation stated in the notice to the person on or
   37-7  before the date stated in the notice; or
   37-8              (2)  an action or proceeding on the claim is not
   37-9  brought within 180 days after the date a notice of rejection was
  37-10  sent to the person and before the third anniversary of the date of
  37-11  dissolution.
  37-12        G.  A dissolved corporation that was dissolved by the
  37-13  expiration of the period of its duration may, during the three-year
  37-14  period following the date of dissolution, amend its articles of
  37-15  incorporation by following the procedure prescribed in this Act to
  37-16  extend or perpetuate its period of existence.  That expiration
  37-17  shall not of itself create any vested right on the part of any
  37-18  member or creditor to prevent such an action.  No act or contract
  37-19  of a dissolved corporation during a period within which it could
  37-20  have extended its existence as permitted by this Article, whether
  37-21  or not it has taken action so to extend its existence, shall be in
  37-22  any degree invalidated by the expiration of its period of duration.
  37-23        H.  In this article:
  37-24              (1)  "Dissolved corporation" means a corporation that
  37-25  was dissolved:
  37-26                    (a)  by the issuance of a certificate of
  37-27  dissolution or other action by the Secretary of State;
   38-1                    (b)  by a decree of a court when the court has
   38-2  not liquidated all the assets and affairs of the corporation as
   38-3  provided in this Act; or
   38-4                    (c)  by expiration of its period of duration if
   38-5  the corporation has not revived its existence as provided in this
   38-6  Act.
   38-7              (2)  "Claim" means a right to payment, damages, or
   38-8  property, whether liquidated or unliquidated, accrued or
   38-9  contingent, matured or unmatured.
  38-10              (3)  "Existing claim" means a claim that existed before
  38-11  dissolution and is not otherwise barred by limitations or a
  38-12  contractual obligation incurred after dissolution.
  38-13        SECTION 27.  Section B, Article 8.01, Texas Non-Profit
  38-14  Corporation Act (Article 1396-8.01, Vernon's Texas Civil Statutes),
  38-15  is amended to read as follows:
  38-16        B.  Without excluding other activities which may not
  38-17  constitute conducting affairs in this State, a foreign corporation
  38-18  shall not be considered to be conducting affairs in this State, for
  38-19  the purposes of this Act, by reason of carrying on in this State
  38-20  any one (1) or more of the following activities:
  38-21              (1)  Maintaining or defending any action or suit or any
  38-22  administration or arbitration proceedings, or affecting the
  38-23  settlement thereof or the settlement of claims or disputes to which
  38-24  it is a party.
  38-25              (2)  Holding meetings of its directors or members or
  38-26  carrying on other activities concerning its internal affairs.
  38-27              (3)  Maintaining bank accounts.
   39-1              (4)  Maintaining offices or agencies for the transfer,
   39-2  exchange, and registration of securities issued by it, or
   39-3  appointing and maintaining trustees or depositaries with relation
   39-4  to its securities.
   39-5              (5)  Voting the stock of any corporation which it has
   39-6  lawfully acquired.
   39-7              (6) <(5)>  Effecting sales through independent
   39-8  contractors.
   39-9              (7)  Creating as borrower or lender, or acquiring,
  39-10  indebtedness or mortgages or other security interests in real or
  39-11  personal property <(6)  Creating evidence of debt, mortgages, or
  39-12  liens on real or personal property>.
  39-13              (8) <(7)>  Securing or collecting debts due to it or
  39-14  enforcing any rights in property securing the same.
  39-15              (9) <(8)>  Conducting any affairs in interstate
  39-16  commerce.
  39-17              (10) <(9)>  Conducting an isolated transaction
  39-18  completed within a period of thirty (30) days and not in the course
  39-19  of a number of repeated transactions of like nature.
  39-20              (11) <(10)>  Exercising the powers of executor or
  39-21  administrator of the estate of a non-resident decedent under
  39-22  ancillary letters issued by a court of this State, or exercising
  39-23  the powers of a trustee under the will of a non-resident decedent,
  39-24  or under a trust created by a person, corporation or association,
  39-25  non-resident of this State, if the exercise of such powers in such
  39-26  case will not involve activities which would be deemed to
  39-27  constitute the transacting of business in this State in the case of
   40-1  a foreign corporation acting in its own right.
   40-2              (12) <(11)>  Acquiring, in transactions outside Texas,
   40-3  or in interstate commerce, of debts secured by mortgages or liens
   40-4  on real or personal property in Texas, collecting or adjusting of
   40-5  principal and interest payments thereon, enforcing or adjusting any
   40-6  rights and property securing said debts, taking any actions
   40-7  necessary to preserve and protect the interest of the mortgagee in
   40-8  said security, or any combinations of such transactions.
   40-9              (13) <(12)>  Investing in or acquiring, in transactions
  40-10  outside of Texas, royalties and other non-operating mineral
  40-11  interests, and the execution of division orders, contracts of sale
  40-12  and other instruments incidental to the ownership of such
  40-13  non-operating mineral interests.
  40-14        SECTION 28.  Section A, Article 8.04, Texas Non-Profit
  40-15  Corporation Act (Article 1396-8.04, Vernon's Texas Civil Statutes),
  40-16  is amended to read as follows:
  40-17        A.  A foreign corporation, in order to procure a certificate
  40-18  of authority to conduct affairs in this State, shall make
  40-19  application therefor to the Secretary of State, which application
  40-20  shall set forth:
  40-21              (1)  The name of the corporation and the state or
  40-22  country under the laws of which it is incorporated and, if the
  40-23  corporation is required to qualify under a name other than its
  40-24  corporate name, the name under which the corporation is to be
  40-25  qualified.
  40-26              (2)  A statement that the corporation is a non-profit
  40-27  corporation.
   41-1              (3)  The date of incorporation and the period of
   41-2  duration of the corporation.
   41-3              (4)  The street address of the principal office of the
   41-4  corporation in the state or country under the laws of which it is
   41-5  incorporated.
   41-6              (5)  The street address of the proposed registered
   41-7  office of the corporation in this State, and the name of its
   41-8  proposed registered agent in this State at such address.
   41-9              (6)  The purpose or purposes of the corporation which
  41-10  it proposes to pursue in conducting its affairs in this State.
  41-11              (7)  The names and respective addresses of the
  41-12  directors and officers of the corporation.
  41-13              (8)  A statement of whether or not the corporation has
  41-14  members.
  41-15              (9)  Such additional information as may be necessary or
  41-16  appropriate in order to enable the Secretary of State to determine
  41-17  whether such corporation is entitled to a certificate of authority
  41-18  to conduct affairs in this State.
  41-19        SECTION 29.  Article 8.06, Texas Non-Profit Corporation Act
  41-20  (Article 1396-8.06, Vernon's Texas Civil Statutes), is amended to
  41-21  read as follows:
  41-22        Art. 8.06.  Effect of Certificate of Authority.  A.  Upon the
  41-23  issuance of a certificate of authority by the Secretary of State,
  41-24  the corporation shall be authorized to conduct affairs in this
  41-25  State for those purposes set forth in its application and the
  41-26  certificate shall be conclusive evidence of the right of the
  41-27  corporation to conduct affairs in this State for that purpose,
   42-1  except as against this State in a proceeding to revoke the
   42-2  certificate<, subject, however, to the right of this State to
   42-3  revoke such authority as provided in this Act>.
   42-4        SECTION 30.  Section A, Article 8.08, Texas Non-Profit
   42-5  Corporation Act (Article 1396-8.08, Vernon's Texas Civil Statutes),
   42-6  is amended to read as follows:
   42-7        A.  A foreign corporation authorized to conduct affairs in
   42-8  this state may change its registered office or change its
   42-9  registered agent, or both, upon filing in the office of the
  42-10  Secretary of State a statement setting forth:
  42-11              (1)  The name of the corporation.
  42-12              (2)  The street <post-office> address of its then
  42-13  registered office.
  42-14              (3)  If the street <post-office> address of its
  42-15  registered office is to be changed, the street <post-office>
  42-16  address to which the registered office is to be changed.
  42-17              (4)  The name of its then registered agent.
  42-18              (5)  If its registered agent is to be changed, the name
  42-19  of its successor registered agent.
  42-20              (6)  That the street <post-office> address of its
  42-21  registered office and the post-office address of the business
  42-22  office of its registered agent, as changed, will be identical.
  42-23              (7)  That such change was authorized by its Board of
  42-24  Directors or by an officer of the corporation so authorized by the
  42-25  Board of Directors, or if the management of the corporation is
  42-26  vested in its members pursuant to Article 2.14C of this Act, by the
  42-27  members.
   43-1        SECTION 31.  Article 8.12, Texas Non-Profit Corporation Act
   43-2  (Article 1396-8.12, Vernon's Texas Civil Statutes), is amended to
   43-3  read as follows:
   43-4        Art. 8.12.  Amended Certificate of Authority.  A.  If a
   43-5  foreign corporation authorized to conduct affairs in this State
   43-6  changes its corporate name or desires to pursue in this State
   43-7  purposes other than or in addition to the purposes authorized by
   43-8  its existing certificate of authority, the corporation shall file
   43-9  with the Secretary of State an application for amended certificate
  43-10  of authority setting forth the change  <A foreign corporation
  43-11  authorized to conduct affairs in this State shall procure an
  43-12  amended certificate of authority in the event it changes its
  43-13  corporate name, or desires to pursue in this State other or
  43-14  additional purposes than those set forth in its prior application
  43-15  for a certificate of authority, by making application therefor to
  43-16  the Secretary of State>.
  43-17        B.  A foreign corporation may change any other statement on
  43-18  its original application for certificate of authority or any
  43-19  amendment to that certificate by filing with the Secretary of State
  43-20  an application for an amended certificate of authority setting
  43-21  forth the change <Any other statement on the original application
  43-22  for a certificate of authority may be changed by filing an
  43-23  application for an amended certificate of authority setting forth
  43-24  the change>.
  43-25        C.  An application for an amended certificate of authority
  43-26  submitted because of a name change must be accompanied by a
  43-27  certificate from the proper filing officer in the jurisdiction of
   44-1  incorporation evidencing the name change.
   44-2        D.  The requirements in respect to the form and contents of
   44-3  such application, the manner of its execution, the filing of the
   44-4  original and a copy of the application with the Secretary of State,
   44-5  the issuance of an amended certificate of authority and the effect
   44-6  thereof, shall be the same as in the case of an original
   44-7  application for a certificate of authority.
   44-8        SECTION 32.  Section A, Article 8.13, Texas Non-Profit
   44-9  Corporation Act (Article 1396-8.13, Vernon's Texas Civil Statutes),
  44-10  is amended to read as follows:
  44-11        A.  A foreign corporation authorized to conduct affairs in
  44-12  this State may withdraw from this State upon procuring from the
  44-13  Secretary of State a certificate of withdrawal.  In order to
  44-14  procure such certificate of withdrawal, such foreign corporation
  44-15  shall deliver to the Secretary of State an application for
  44-16  withdrawal, which shall set forth:
  44-17              (1)  The name of the corporation and the state or
  44-18  country under the laws of which it is incorporated.
  44-19              (2)  That the corporation is not conducting affairs in
  44-20  this State.
  44-21              (3)  That the corporation surrenders its authority to
  44-22  conduct affairs in this State.
  44-23              (4)  That the corporation revokes the authority of its
  44-24  registered agent in this State to accept service of process and
  44-25  consents that service of process in any action, suit or proceeding
  44-26  based upon any cause of action arising in this State during the
  44-27  time the corporation was authorized to conduct affairs in this
   45-1  State may thereafter be made on such corporation by service thereof
   45-2  on the Secretary of State.
   45-3              (5)  A street or post office address to which the
   45-4  Secretary of State may mail a copy of any process against the
   45-5  corporation that may be served on him.
   45-6              (6)  A statement that all sums due, or accrued, to this
   45-7  State have been paid, or that adequate provision has been made for
   45-8  the payment thereof.
   45-9              (7)  A statement that all known creditors or claimants
  45-10  have been paid or provided for and that the corporation is not
  45-11  involved in or threatened with litigation in any court in this
  45-12  State, or that adequate provision has been made for the
  45-13  satisfaction of any judgment, order or decree which may be entered
  45-14  against it in any pending suits.
  45-15        SECTION 33.  Section B, Article 8.15, Texas Non-Profit
  45-16  Corporation Act (Article 1396-8.15, Vernon's Texas Civil Statutes),
  45-17  is amended to read as follows:
  45-18        B.  The certificate of authority of a foreign corporation to
  45-19  conduct affairs in this State <state> may be revoked by order of
  45-20  the Secretary of State when it is established that it is in default
  45-21  in any of the following particulars:
  45-22              (1)  The corporation has failed to file any report
  45-23  within the time required by law, or has failed to pay any fees,
  45-24  franchise taxes, or penalties prescribed by law when the same have
  45-25  become due and payable; or
  45-26              (2)  The corporation has failed to maintain a
  45-27  registered agent in this State <state> as required by law; or
   46-1              (3)  The corporation has changed its corporate name or
   46-2  the purposes authorized by its existing certificate of authority
   46-3  <its corporate name> and has failed to file with the Secretary of
   46-4  State within thirty days after such change <of name> became
   46-5  effective, an application for an amended certificate of authority,
   46-6  or that the corporation has changed its corporate name and that the
   46-7  newly adopted name is not available for use in this State <state>;
   46-8  or
   46-9              (4)  The corporation has failed to pay the filing fee
  46-10  for the corporation's certificate of authority, or the fee was paid
  46-11  by an instrument that was dishonored when presented by this State
  46-12  <the state> for payment.
  46-13        SECTION 34.  Section A, Article 9.03, Texas Non-Profit
  46-14  Corporation Act (Article 1396-9.03, Vernon's Texas Civil Statutes),
  46-15  is amended to read as follows:
  46-16        A.  The Secretary of State shall charge and collect for:
  46-17              (1)  Filing articles of incorporation and issuing a
  46-18  certificate of incorporation, Twenty-five Dollars ($25).
  46-19              (2)  Filing articles of amendment and issuing a
  46-20  certificate of amendment, Twenty-five Dollars ($25).
  46-21              (3)  Filing articles of merger or consolidation and
  46-22  issuing a certificate of merger or consolidation, Fifty Dollars
  46-23  ($50).
  46-24              (4)  Filing a statement of change of address of
  46-25  registered office or change of registered agent, or both, Five
  46-26  Dollars ($5).
  46-27              (5)  Filing articles of dissolution, Five Dollars ($5).
   47-1              (6)  Filing an application of a foreign corporation for
   47-2  a certificate of authority to conduct affairs in this state and
   47-3  issuing a certificate of authority, Twenty-five Dollars ($25).
   47-4              (7)  Filing an application of a foreign corporation for
   47-5  an amended certificate of authority to conduct affairs in this
   47-6  state and issuing an amended certificate of authority, Twenty-five
   47-7  Dollars ($25).
   47-8              (8)  Filing an application for withdrawal of a foreign
   47-9  corporation and issuing a certificate of withdrawal, Five Dollars
  47-10  ($5).
  47-11              (9)  Filing any other statement or report of a domestic
  47-12  or foreign corporation, Five Dollars ($5).
  47-13              (10)  Filing restatement of articles of incorporation,
  47-14  Fifty Dollars ($50).
  47-15              (11)  Filing a statement of change of address of
  47-16  registered agent, Fifteen Dollars ($15), except that the maximum
  47-17  fee for simultaneous filings by a registered agent for more than
  47-18  one corporation may not exceed Two Hundred Fifty Dollars ($250).
  47-19        SECTION 35.  Article 9.10, Texas Non-Profit Corporation Act
  47-20  (Article 1396-9.10, Vernon's Texas Civil Statutes), is amended by
  47-21  adding Section C to read as follows:
  47-22        C. (1)  The articles of incorporation may provide that any
  47-23  action required by this Act to be taken at a meeting of the members
  47-24  or directors of a corporation or any action that may be taken at a
  47-25  meeting of the members or directors or of any committee may be
  47-26  taken without a meeting if a consent in writing, setting forth the
  47-27  action to be taken, is signed by a sufficient number of members,
   48-1  directors, or committee members as would be necessary to take that
   48-2  action at a meeting at which all of the members, directors, or
   48-3  members of the committee were present and voted.
   48-4              (2)  Each written consent shall bear the date of
   48-5  signature of each member, director, or committee member who signs
   48-6  the consent.  A written consent signed by less than all of the
   48-7  members, directors, or committee members is not effective to take
   48-8  the action that is the subject of the consent unless, within 60
   48-9  days after the date of the earliest dated consent delivered to the
  48-10  corporation in the manner required by this article, a consent or
  48-11  consents signed by the required number of members, directors, or
  48-12  committee members is delivered to the corporation at its registered
  48-13  office, registered agent, principal place of business, transfer
  48-14  agent, registrar, exchange agent, or an officer or agent of the
  48-15  corporation having custody of the books in which proceedings of
  48-16  meetings of members, directors, or committees are recorded.
  48-17  Delivery shall be by hand or certified or registered mail, return
  48-18  receipt requested.  Delivery to the corporation's principal place
  48-19  of business shall be addressed to the president or principal
  48-20  executive officer of the corporation.
  48-21              (3)  Prompt notice of the taking of any action by
  48-22  members, directors, or a committee without a meeting by less than
  48-23  unanimous written consent shall be given to all members, directors,
  48-24  or committee members who did not consent in writing to the action.
  48-25              (4)  If any action by members, directors, or a
  48-26  committee is taken by written consent signed by less than all of
  48-27  the members, directors, or committee members, any articles or
   49-1  documents filed with the Secretary of State as a result of the
   49-2  taking of the action shall state, in lieu of any statement required
   49-3  by this Act concerning any vote of the members or directors, that
   49-4  written consent has been given in accordance with the provisions of
   49-5  this article and that any written notice required by this article
   49-6  has been given.
   49-7              (5)  A telegram, telex, cablegram, or similar
   49-8  transmission by a member, director, or member of a committee or a
   49-9  photographic, photostatic, facsimile, or similar reproduction of a
  49-10  writing signed by a member, director, or member of a committee
  49-11  shall be regarded as signed by the member, director, or member of a
  49-12  committee for purposes of this article.
  49-13        SECTION 36.  Article 10.04, Texas Non-Profit Corporation Act
  49-14  (Article 1396-10.04, Vernon's Texas Civil Statutes), is amended to
  49-15  read as follows:
  49-16        Art. 10.04.  To What Corporations This Act Applies; Procedure
  49-17  for Adoption of Act by Existing Corporation.  A.  Except as
  49-18  otherwise provided by this article, this Act does not apply to
  49-19  domestic corporations organized under any statute other than this
  49-20  Act or to any foreign corporations granted authority to conduct
  49-21  affairs within this State under any statute other than this Act.
  49-22  If any domestic corporation is organized under or is governed by a
  49-23  statute that does not contain a provision regarding a matter
  49-24  provided for in this Act, or any foreign corporation is granted
  49-25  authority to conduct affairs within this State under a statute that
  49-26  does not contain a provision regarding a matter provided for in
  49-27  this Act in respect of foreign corporations, or if a statute
   50-1  specifically provides that the general laws for incorporation or
   50-2  for the granting of a certificate of authority to conduct affairs
   50-3  in this State supplement the provisions of that statute, the
   50-4  provisions of this Act apply only to the extent not inconsistent
   50-5  with the provisions of the other statute.  <Until September 1,
   50-6  1961, this Act shall not apply to any domestic corporation duly
   50-7  chartered and existing on the effective date of this Act, or to any
   50-8  foreign corporation, unless such domestic corporation shall
   50-9  voluntarily elect to adopt the provisions of this Act and shall
  50-10  comply with the procedure prescribed by Section B of this Article,
  50-11  and unless such foreign corporation shall procure a certificate of
  50-12  authority pursuant to Part Eight of this Act.>
  50-13        <B.  From and after the effective date of this Act and prior
  50-14  to September 1, 1961, any domestic corporation duly chartered and
  50-15  existing on the effective date of this Act may voluntarily elect to
  50-16  adopt the provisions of this Act and may become subject to its
  50-17  provisions by taking the following steps:>
  50-18              <(1)  A resolution reciting that the corporation
  50-19  voluntarily adopts this Act shall be adopted by the board of
  50-20  directors and/or the members in accordance with the procedure
  50-21  prescribed by this Act for the amendment of articles of
  50-22  incorporation of such corporation.>
  50-23              <(2)  Upon adoption of the required resolution or
  50-24  resolutions, an instrument shall be executed in duplicate by the
  50-25  corporation by its president or a vice-president and by its
  50-26  secretary or an assistant secretary, and verified by one of the
  50-27  officers signing such statement, which shall set forth:>
   51-1                    <(a)  The name of the corporation.>
   51-2                    <(b)  Each resolution adopted by the corporation.>
   51-3                    <(c)  The date of the adoption of each
   51-4  resolution.>
   51-5                    <(d)  The street address of its initial
   51-6  registered office and the name of its initial registered agent at
   51-7  such address.>
   51-8              <(3)  Duplicate originals of such document shall be
   51-9  delivered to the Secretary of State.  If the Secretary of State
  51-10  finds that such document conforms to law, he shall, when all fees
  51-11  and franchise taxes have been paid as prescribed by law:>
  51-12                    <(a)  Endorse on each of such duplicate originals
  51-13  the word "Filed," and the month, day, and year of the filing
  51-14  thereof.>
  51-15                    <(b)  File one of such duplicate originals in his
  51-16  office.>
  51-17                    <(c)  Deliver the other duplicate original to the
  51-18  corporation or its representative.>
  51-19              <(4)  Upon the filing of such document, all provisions
  51-20  of this Act shall thereafter apply to the corporation; provided,
  51-21  however, that such delivery to and filing by the Secretary of State
  51-22  need not precede action by the directors and/or the members of a
  51-23  corporation in connection with amendments to its articles of
  51-24  incorporation or its by-laws under this Act so long as (a) such
  51-25  amendments do not become effective until after the Secretary of
  51-26  State has filed the document whereby such corporation adopts this
  51-27  Act and (b) the procedures and requirements of this Act for the
   52-1  adoption of such amendments, including requirements as to notice,
   52-2  shall have been complied with and satisfied.>
   52-3        <C.  Except for the exceptions and limitations of Section A
   52-4  of this Article, this Act shall apply to all domestic corporations
   52-5  organized after the date on which this Act becomes effective and to
   52-6  all domestic corporations electing to adopt this Act and
   52-7  manifesting their election in the manner provided in Section B of
   52-8  this Article, prior to September 1, 1961.>
   52-9        <D.  From and after September 1, 1961, this Act shall apply
  52-10  to all domestic corporations and to all foreign corporations
  52-11  conducting or seeking to conduct affairs within this State.  Those
  52-12  domestic corporations existing at the time that this Act becomes
  52-13  effective which have not meanwhile adopted this Act by complying
  52-14  with Section B of this Article shall, on September 1, 1961, be
  52-15  deemed to have elected to adopt this Act by not voluntarily
  52-16  dissolving.>
  52-17        <E.  No foreign corporation shall conduct affairs in this
  52-18  State after September 1, 1961, unless and until it shall have
  52-19  procured a certificate of authority in accordance with the
  52-20  requirements of Part Eight of this Act.  Such certificates may be
  52-21  applied for and issued at any time after the effective date of this
  52-22  Act and this Act shall thereafter apply to such corporation from
  52-23  the date of the issuance of its certificate of authority; provided,
  52-24  however, that if such corporation expressly so requests in its
  52-25  application, the effective date of its certificate may be delayed
  52-26  until September 1, 1961, even though issued prior to such date.>
  52-27        B. <F.>  In so far as the same are not inconsistent with or
   53-1  contrary to any applicable provision of the Insurance Code of
   53-2  Texas, or any amendment thereto, the provisions of this Act shall
   53-3  apply to and govern burial associations as defined in Article
   53-4  14.37, Texas Insurance Code local mutual aid associations,
   53-5  statewide mutual assessment corporations, and county mutual
   53-6  insurance companies; provided however, (a) that any such mutual
   53-7  insurance associations or companies may, upon advance approval of
   53-8  the Commissioner of Insurance, pay dividends to its members, and
   53-9  (b) that wherever in this Act some duty, responsibility, power,
  53-10  authority, or act is vested in, required of, or to be performed by
  53-11  the Secretary of State, such is to be vested in, required of, or
  53-12  performed by the Commissioner of Insurance in so far as such mutual
  53-13  insurance companies or associations are concerned.
  53-14        C. <G.>  This Act shall not apply to those corporations
  53-15  excepted under Article 2.01 B, Subsections (3), (4), and (5) of
  53-16  this Act;  provided however, that if any of said excepted domestic
  53-17  corporations were heretofore or are hereafter organized not for
  53-18  profit under special statutes which contain no provisions in regard
  53-19  to some of the matters provided for in this Act, or if such special
  53-20  statutes specifically applicable provide that the general laws for
  53-21  incorporation shall supplement the provisions of such statutes,
  53-22  then the provisions of this Act shall apply to the extent that they
  53-23  are not inconsistent with the provisions of such special statutes.
  53-24        SECTION 37.  The Texas Non-Profit Corporation Act (Article
  53-25  1396-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
  53-26  adding Article 10.07 to read as follows:
  53-27        Art. 10.07.  DELAYED EFFECTIVENESS OF CERTAIN FILINGS.  A.
   54-1  In this article the following are permitted acts:
   54-2              (1)  the incorporation of a corporation under this Act;
   54-3              (2)  an amendment to a corporation's articles of
   54-4  incorporation;
   54-5              (3)  the restatement of articles of incorporation of a
   54-6  corporation;
   54-7              (4)  a voluntary dissolution;
   54-8              (5)  the authorization or withdrawal of a foreign
   54-9  corporation to conduct affairs in this State;
  54-10              (6)  an amendment to the certificate of authority of a
  54-11  foreign corporation;
  54-12              (7)  a change in registered office or registered agent;
  54-13              (8)  a change of address of a registered agent; or
  54-14              (9)  a merger or consolidation of domestic corporations
  54-15  or of domestic and foreign corporations.
  54-16        B.  A permitted act may be made effective as of a time and
  54-17  date after the time and date otherwise provided in this Act or may
  54-18  be made effective on the occurrence of events or facts that may
  54-19  occur in the future.  Those events or facts may include future acts
  54-20  of any person or entity, if:
  54-21              (1)  the articles, statement, application, or other
  54-22  filing that is required by this Act to be filed with the Secretary
  54-23  of State to make the permitted act effective clearly and expressly
  54-24  sets forth, in addition to any other statement or information
  54-25  required to be set forth:
  54-26                    (a)  the time and date on which the permitted act
  54-27  is to become effective; or
   55-1                    (b)  if the permitted act is to become effective
   55-2  on the occurrence of events or facts that may occur in the future,
   55-3  the manner in which the events or facts will operate to cause the
   55-4  permitted act to become effective;
   55-5              (2)  in the case of a permitted act that is to become
   55-6  effective on the mere passage of time as of a time or date after
   55-7  the time and date otherwise provided in this Act, the subsequent
   55-8  time and date must not be more than 90 days after the date of the
   55-9  filing of the articles, statement, application, or other filing
  55-10  that is otherwise required by this Act to be filed with the
  55-11  Secretary of State to make effective the permitted act; and
  55-12              (3)  in the case of a permitted act that is to be made
  55-13  effective on the occurrence of events or facts that may occur in
  55-14  the future, other than the mere passage of time, a statement that
  55-15  all the events or facts on which the effectiveness of the permitted
  55-16  act is conditioned have been satisfied or waived and the date on
  55-17  which the condition was satisfied or waived must be filed with the
  55-18  Secretary of State within 90 days of the date of the filing of the
  55-19  articles, statement, application, or other filing that is otherwise
  55-20  required by this Act for the permitted act to become effective.
  55-21        C.  The statement required by Section A(3) of this article
  55-22  shall be executed on behalf of each domestic or foreign corporation
  55-23  or other entity that was required to execute the articles,
  55-24  statement, application, or other filing that is otherwise required
  55-25  by this Act to be filed with the Secretary of State to make
  55-26  effective the permitted act by an officer or other duly authorized
  55-27  representative, including an officer or duly authorized
   56-1  representative of any successor domestic or foreign corporation or
   56-2  other entity, and an original and copy shall be filed with the
   56-3  Secretary of State.  If the Secretary of State finds that the
   56-4  statement conforms to the provisions of this Act, the Secretary of
   56-5  State shall:
   56-6              (1)  endorse on the original and the copy the word
   56-7  "Filed" and the month, day, and year of the filing;
   56-8              (2)  file the original in the Secretary of State's
   56-9  office; and
  56-10              (3)  return the copy to the filing party or its
  56-11  representative.
  56-12        D.  If any permitted act is to become effective as of a time
  56-13  or date after the time and date otherwise provided in this Act, for
  56-14  the permitted act to become effective, notwithstanding any other
  56-15  provision of this Act to the contrary, the permitted act shall
  56-16  become, to the extent permitted by Section A of this article,
  56-17  effective as of the subsequent time and date, and any certificate
  56-18  issued by the Secretary of State on the filing of the articles,
  56-19  statement, application, or other filing that is otherwise required
  56-20  by this Act for the permitted act to become effective shall
  56-21  expressly state the time and date on which the permitted act is to
  56-22  become effective.
  56-23        E.  If a permitted act is to be made effective on the
  56-24  occurrence of events or facts that may occur in the future, other
  56-25  than the mere passage of time, and the statement required by
  56-26  Section A(3) of this article is filed with the Secretary of State
  56-27  within the time prescribed, the permitted act becomes effective as
   57-1  of the time and date on which the latest specified event or fact
   57-2  occurs or the time and date on which the condition is otherwise
   57-3  satisfied or waived.  Any certificate issued or notation,
   57-4  acknowledgement, or other statement made by the Secretary of State
   57-5  on the filing of the articles, statement, application, or other
   57-6  filing that is otherwise required by this Act for the permitted act
   57-7  to become effective shall state that "The effectiveness of the
   57-8  action to which this instrument relates is conditioned on the
   57-9  occurrence of certain facts or events described in the filing to
  57-10  which this instrument relates" or shall make reference in a manner
  57-11  the Secretary of State approves, to the fact that the effectiveness
  57-12  of the action is conditioned.  The time and date on which a
  57-13  condition to the effectiveness of a permitted act is satisfied or
  57-14  waived as set forth in a statement filed with the Secretary of
  57-15  State pursuant to Section A(3) of this article shall be
  57-16  conclusively regarded as the time and date on which the condition
  57-17  was satisfied or waived for purposes of this article.
  57-18        F.  If the effectiveness of any permitted act is conditioned
  57-19  on the occurrence of events or facts that may occur in the future,
  57-20  other than the mere passage of time, and the statement required by
  57-21  Section A(3) of this article is not filed with the Secretary of
  57-22  State within the time prescribed, the permitted act is not
  57-23  effective unless there is subsequently filed with the Secretary of
  57-24  State the articles, statement, application, or other filing
  57-25  required by this Act to be filed with the Secretary of State to
  57-26  make the permitted act effective.
  57-27        SECTION 38.  This Act takes effect January 1, 1994.
   58-1        SECTION 39.  The importance of this legislation and the
   58-2  crowded condition of the calendars in both houses create an
   58-3  emergency and an imperative public necessity that the
   58-4  constitutional rule requiring bills to be read on three several
   58-5  days in each house be suspended, and this rule is hereby suspended.