By Sibley                                        S.B. No. 554

      75R4611 CLG-F                           

                                A BILL TO BE ENTITLED

 1-1                                   AN ACT

 1-2     relating to the Texas Non-Profit Corporation Act.

 1-3           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:

 1-4           SECTION 1.  Section A, Article 2.01, Texas Non-Profit

 1-5     Corporation Act (Article 1396-2.01, Vernon's Texas Civil Statutes),

 1-6     is amended to read as follows:

 1-7           A.  Except as hereinafter in this Article expressly excluded

 1-8     herefrom, non-profit corporations may be organized under this Act

 1-9     for any lawful purpose or purposes, which [purposes shall be fully

1-10     stated in the articles of incorporation.  Such] purpose or purposes

1-11     may include, without being limited to, any one or more of the

1-12     following: charitable, benevolent, religious, eleemosynary,

1-13     patriotic, civic, missionary, educational, scientific, social,

1-14     fraternal, athletic, aesthetic, agricultural and horticultural; and

1-15     the conduct of professional, commercial, industrial, or trade

1-16     associations; and animal husbandry.  Subject to the provisions of

1-17     Chapter 2, Title 83, of the Revised Civil Statutes of Texas, 1925,

1-18     and of such Chapter or any part thereof as it may hereafter be

1-19     amended, a corporation may be organized under this Act if any one

1-20     or more of its purposes for the conduct of its affairs in this

1-21     State is to organize laborers, working men, or wage earners to

1-22     protect themselves in their various pursuits.

1-23                 (1)  Charitable corporations may be formed for the

1-24     purpose of operating a Dental Health Service Corporation which

 2-1     service corporation will manage and coordinate the relationship

 2-2     between the contracting dentist, who will perform the dental

 2-3     services, and the patient who will receive such services where such

 2-4     patient is a member of a group which has contracted with the Dental

 2-5     Health Service Corporation to provide dental care to members of

 2-6     that group.  An application for a charter under this Section shall

 2-7     have attached as exhibits (1) an affidavit by the applicants that

 2-8     not less than thirty percent (30%) of the dentists legally engaged

 2-9     in the practice of dentistry in this state together with their

2-10     names and addresses have signed contracts to perform the required

2-11     dental services for a period of not less than one (1) year, after

2-12     incorporation, and (2) a certification by the Texas State Board of

2-13     Dental Examiners that the applicant incorporators are reputable

2-14     citizens of the State of Texas and are of good moral character and

2-15     that the corporation sought to be formed will be in the best

2-16     interest of the public health.  A corporation formed hereunder

2-17     shall have not less than twelve (12) directors, nine (9) of whom

2-18     shall be dentists licensed by the Texas State Board of Dental

2-19     Examiners to practice dentistry in this state and be actively

2-20     engaged in the practice of dentistry in this state.  A corporation

2-21     formed hereunder shall maintain not less than thirty percent (30%)

2-22     of the number of dentists actually engaged in the practice of

2-23     dentistry in this state as participating or contracting dentists,

2-24     and shall file with the Texas State Board of Dental Examiners each

2-25     September the names and addresses of all contracting or

2-26     participating dentists.   A corporation formed hereunder shall not

2-27     (1) prevent any patient from selecting the licensed dentist of his

 3-1     choice to render dental services to him, (2) deny any licensed

 3-2     dentist the right to participate as a contracting dentist to

 3-3     perform the dental services contracted for by the patient, (3)

 3-4     discriminate among patients or licensed dentists regarding payment

 3-5     or reimbursement for the cost of performing dental services

 3-6     provided the dentist is licensed to perform the dental service, or

 3-7     (4) authorize any person to regulate, interfere, or intervene in

 3-8     any manner in the diagnosis or treatment rendered by a licensed

 3-9     dentist to his patient. A corporation formed hereunder may require

3-10     the attending dentist to provide a narrative oral or written

3-11     description of the dental services rendered for the purpose of

3-12     determining benefits or providing proof of treatment. Diagnostic

3-13     aids used in the course of treatment may be requested by the

3-14     corporation, but may not be required for any purpose.

3-15           SECTION 2.  Article 2.04, Texas Non-Profit Corporation Act

3-16     (Article 1396-2.04, Vernon's Texas Civil Statutes), is amended to

3-17     read as follows:

3-18           Art. 2.04.  Corporate Name.  A.  The corporate name shall

3-19     conform to the following requirements:

3-20                 (1)  It shall not contain any word or phrase which

3-21     indicates or implies that it is organized for any purpose other

3-22     than one or more of the purposes contained in its articles of

3-23     incorporation.

3-24                 (2)  It shall not be the same as, or deceptively

3-25     similar to, the name of any domestic corporation, whether for

3-26     profit or not for profit, limited partnership, or limited liability

3-27     company existing under the laws of this State, or the name of any

 4-1     foreign corporation, whether for profit or not for profit, limited

 4-2     partnership, or limited liability company authorized to transact

 4-3     business or conduct affairs in this State, or a name the exclusive

 4-4     right to which is, at the time, reserved in the manner provided by

 4-5     this Act, the Texas Business Corporation Act, or any other statute

 4-6     providing for reservation of names by a limited partnership or

 4-7     limited liability company, or the name of a corporation, limited

 4-8     partnership, or limited liability company which has in effect a

 4-9     registration of its company [corporate] name as provided in the

4-10     Texas Business Corporation Act or any other applicable law;

4-11     provided that a name may be similar if written consent is obtained

4-12     from the existing corporation, limited partnership, or limited

4-13     liability company having the name deemed to be similar, or the

4-14     person[, or corporation,] for whom the name deemed to be similar is

4-15     reserved or registered in the office of the Secretary of State.

4-16                 (3)  It shall not contain the word "lottery."

4-17           SECTION 3.  Article 2.04A, Texas Non-Profit Corporation Act

4-18     (Article 1396-2.04A, Vernon's Texas Civil Statutes), is amended by

4-19     adding Section C to read as follows:

4-20           C.  Any person for whom a specified corporate name has been

4-21     reserved pursuant to Section B of this article may, during the

4-22     period for which such name is reserved, terminate such reservation

4-23     by filing with the Secretary of State an application for

4-24     cancellation of reservation of corporate name subject to the

4-25     procedures prescribed by Article 2.06, Texas Business Corporation

4-26     Act.

4-27           SECTION 4.  Article 2.10, Texas Non-Profit Corporation Act

 5-1     (Article 1396-2.10, Vernon's Texas Civil Statutes), is amended to

 5-2     read as follows:

 5-3           Art. 2.10.  Meetings of Members.  A.  If a corporation has

 5-4     members:

 5-5                 (1)  Meetings of members shall be held at such place,

 5-6     either within or without this State, as may be provided in the

 5-7     by-laws.  In the absence of any such provision, all meetings shall

 5-8     be held at the registered office of the corporation in this State.

 5-9                 (2)  An annual meeting of the members shall be held at

5-10     such times as may be provided in the by-laws, except that where the

5-11     by-laws of a corporation provide for more than one regular meeting

5-12     of members each year, an annual meeting shall not be required, and

5-13     directors may be elected at such meetings as the by-laws may

5-14     provide.  If the by-laws designate a specific date and time for the

5-15     annual meeting, the board of directors may call the annual meeting

5-16     within ten (10) days of the designated date and time.  Failure to

5-17     hold the annual meeting at the designated date and time shall not

5-18     work a dissolution of the corporation.  In the event the board of

5-19     directors fails to call the annual meeting within ten (10) days of

5-20     [at] the designated date and time, any member may make demand that

5-21     such meeting be held within a reasonable time, such demand to be

5-22     made in writing by registered mail directed to any officer of the

5-23     corporation.  If the annual meeting of members is not called within

5-24     sixty (60) days following such demand, any member may compel the

5-25     holding of such annual meeting by legal action directed against

5-26     said board, and all of the extraordinary writs of common law and of

5-27     courts of equity shall be available to such member to compel the

 6-1     holding of such annual meeting.  Each and every member is hereby

 6-2     declared to have a justiciable interest sufficient to enable him to

 6-3     institute and prosecute such legal proceedings.

 6-4                 (3)  Special meetings of the members may be called by

 6-5     the president, the board of directors, by members having not less

 6-6     than one-tenth (1/10) of the votes entitled to be cast at such

 6-7     meeting, or such other officers or persons as may be provided in

 6-8     the articles of incorporation or by-laws.

 6-9           SECTION 5.  Article 2.11, Texas Non-Profit Corporation Act

6-10     (Article 1396-2.11, Vernon's Texas Civil Statutes), is amended by

6-11     amending Section D and adding Section E to read as follows:

6-12           D.  If its by-laws so provide, a corporation having more than

6-13     fifty (50) members at the time a meeting is scheduled or called may

6-14     give notice of such meeting by newsletter mailed to each member.

6-15           E.  If its by-laws so provide, a corporation having more than

6-16     one thousand (1,000) members at the time a meeting is scheduled or

6-17     called may give notice of such meeting by publication in any

6-18     newspaper of general circulation in the community in which the

6-19     principal office of such corporation is located.

6-20           SECTION 6.  Section B, Article 2.13, Texas Non-Profit

6-21     Corporation Act (Article 1396-2.13, Vernon's Texas Civil Statutes),

6-22     is amended to read as follows:

6-23           B.  A member may vote in person or, unless the articles of

6-24     incorporation or the by-laws otherwise provide, may vote by proxy

6-25     executed in writing by the member or by his duly authorized

6-26     attorney-in-fact.  No proxy shall be valid after eleven (11) months

6-27     from the date of its execution, unless otherwise provided in the

 7-1     proxy. Each proxy shall be revocable unless expressly provided

 7-2     therein to be irrevocable, and in no event shall it remain

 7-3     irrevocable for more than eleven (11) months.  Where directors or

 7-4     officers are to be elected by members, [the by-laws may provide

 7-5     that] such elections may be conducted by mail, by facsimile

 7-6     transmission, or by any combination of the two.

 7-7           SECTION 7.  Section D, Article 2.17, Texas Non-Profit

 7-8     Corporation Act (Article 1396-2.17, Vernon's Texas Civil Statutes),

 7-9     is amended to read as follows:

7-10           D.  A director may vote in person or [(if the articles of

7-11     incorporation or the bylaws so provide)] by proxy executed in

7-12     writing by the director.  No proxy shall be valid after three

7-13     months from the date of its execution.  Each proxy shall be

7-14     revocable unless expressly provided therein to be irrevocable, and

7-15     unless otherwise made irrevocable by law.

7-16           SECTION 8.  Article 2.20, Texas Non-Profit Corporation Act

7-17     (Article 1396-2.20, Vernon's Texas Civil Statutes), is amended to

7-18     read as follows:

7-19           Art. 2.20.  OFFICERS.  A.  The officers of a corporation

7-20     shall consist of a president and a secretary and may also consist

7-21     of one or more vice-presidents, a treasurer, and such other

7-22     officers and assistant officers as may be deemed necessary, each of

7-23     whom shall be elected or appointed at such time and in such manner

7-24     and for such terms not exceeding three (3) years as may be

7-25     prescribed in the articles of incorporation or the by-laws.  In the

7-26     absence of any such provisions, all officers shall be elected or

7-27     appointed annually by the board of directors, or, if the management

 8-1     of the corporation is vested in its members, by the members.  Any

 8-2     two or more offices may be held by the same person, except the

 8-3     offices of president and secretary.  A committee duly designated

 8-4     may perform the functions of any officer and the functions of any

 8-5     two or more officers may be performed by a single committee,

 8-6     including the functions of both president and secretary.

 8-7           B.  An officer shall discharge the officer's duties in good

 8-8     faith, with ordinary care, and in a manner the officer reasonably

 8-9     believes to be in the best interest of the corporation.

8-10           C.  The officers of a corporation may be designated by such

8-11     other or additional titles as may be provided in the articles of

8-12     incorporation or the by-laws.

8-13           D. [C.]  In the case of a corporation which is a church, it

8-14     shall not be necessary that there be officers as provided herein,

8-15     but such duties and responsibilities may be vested in the board of

8-16     directors or other designated body in any manner provided for in

8-17     the articles of incorporation or the by-laws.

8-18           E. [D.]  In the discharge of a duty imposed or power

8-19     conferred on an officer of a corporation, the officer may in good

8-20     faith and with ordinary care rely on information, opinions,

8-21     reports, or statements, including financial statements and other

8-22     financial data, concerning the corporation or another person, that

8-23     were prepared or presented by:

8-24                 (1)  one or more other officers or employees of the

8-25     corporation, including members of the board of directors;

8-26                 (2)  legal counsel, public accountants, or other

8-27     persons as to matters the officer reasonably believes are within

 9-1     the person's professional or expert competence; or

 9-2                 (3)  in the case of religious corporations, religious

 9-3     authorities and ministers, priests, rabbis, or other persons whose

 9-4     position or duties in the religious organization the officer

 9-5     believes justify reliance and confidence and whom the officer

 9-6     believes to be reliable and competent in the matters presented.

 9-7           F. [E.]  An officer is not relying in good faith as required

 9-8     by Section E [D] of this article if the officer has knowledge

 9-9     concerning the matter in question that makes reliance otherwise

9-10     permitted by Section E [D] of this article unwarranted.

9-11           G.  An officer is not deemed to have the duties of a trustee

9-12     of a trust with respect to the corporation or with respect to any

9-13     property held or administered by the corporation, including

9-14     property that may be subject to restrictions imposed by the donor

9-15     or transferor of the property.

9-16           SECTION 9.  Article 2.21, Texas Non-Profit Corporation Act

9-17     (Article 1396-2.21, Vernon's Texas Civil Statutes), is amended to

9-18     read as follows:

9-19           Art. 2.21.  REMOVAL OF OFFICERS.  A.  Any officer elected or

9-20     appointed may be removed by the persons authorized to elect or

9-21     appoint such officer with or without cause whenever in their

9-22     judgment the best interests of the corporation will be served

9-23     thereby.  The removal of an officer shall be without prejudice to

9-24     the contract rights, if any, of the officer so removed.  Election

9-25     or appointment of an officer or agent shall not of itself create

9-26     contract rights.

9-27           SECTION 10.  Article 2.23, Texas Non-Profit Corporation Act

 10-1    (Article 1396-2.23, Vernon's Texas Civil Statutes), is amended by

 10-2    adding Section C to read as follows:

 10-3          C.  A corporation has no obligation to retain its books and

 10-4    records for a given fiscal year more than three years after the

 10-5    closing of such fiscal year.

 10-6          SECTION 11.  Article 2.24, Texas Non-Profit Corporation Act

 10-7    (Article 1396-2.24, Vernon's Texas Civil Statutes), is amended to

 10-8    read as follows:

 10-9          Art. 2.24.  DIVIDENDS PROHIBITED.  A.  No dividend shall be

10-10    paid and no part of the income of a corporation shall be

10-11    distributed to its members, directors, or officers unless such

10-12    member has obtained and maintained an exemption from the Internal

10-13    Revenue Service classifying the member as an organization described

10-14    in Section 501(c)(3) of the Internal Revenue Code of 1986 (26

10-15    U.S.C. Section 501(c)(3)), or corresponding provisions of any

10-16    subsequent federal tax laws.  A corporation may pay compensation in

10-17    a reasonable amount to its members, directors, or officers for

10-18    services rendered, may confer benefits upon its members in

10-19    conformity with its purposes, and upon dissolution or final

10-20    liquidation may make distributions to its members, but only as

10-21    permitted by this Act.

10-22          SECTION 12.  Section B, Article 3.02, Texas Non-Profit

10-23    Corporation Act (Article 1396-3.02, Vernon's Texas Civil Statutes),

10-24    is amended to read as follows:

10-25          B.  Provided that charters or articles of incorporation of

10-26    corporations existing on the effective date of this Act which do

10-27    not contain one or more of the requirements listed in the foregoing

 11-1    Section need not be amended for the purpose of meeting such

 11-2    requirements.  Any subsequent amendment or restatement of the

 11-3    articles of incorporation of such corporation shall include such

 11-4    requirements, except that any subsequent amendment to the articles

 11-5    of incorporation need not [it shall not be necessary, in such

 11-6    amended or restated articles, to] include the information required

 11-7    in Subsections [(8),] (9)[,] and (10) of Section A.

 11-8          SECTION 13.  Section A, Article 3.05, Texas Non-Profit

 11-9    Corporation Act (Article 1396-3.05, Vernon's Texas Civil Statutes),

11-10    is amended to read as follows:

11-11          A.  After the issuance of the certificate of incorporation,

11-12    an organization meeting of the board of directors named in the

11-13    articles of incorporation shall be held, either within or without

11-14    this State, at the call of the incorporators or the call of a

11-15    majority of the directors named in the articles of incorporation,

11-16    for the purpose of adopting by-laws, electing officers, and for

11-17    such other purposes as may come before the meeting.  The

11-18    incorporators or directors calling the meeting shall give at least

11-19    three (3) days' notice thereof either personally, by facsimile

11-20    transmission, or by mail to each director named in the articles of

11-21    incorporation, which notice shall state the time and place of the

11-22    meeting.

11-23          SECTION 14.  Article 5.06, Texas Non-Profit Corporation Act

11-24    (Article 1396-5.06, Vernon's Texas Civil Statutes), is amended to

11-25    read as follows:

11-26          Art. 5.06.  EFFECT OF MERGER OR CONSOLIDATION OF DOMESTIC

11-27    CORPORATIONS.  A.  When a [such] merger or consolidation of a

 12-1    domestic corporation under Article 5.01, 5.02, or 5.07 of this Act

 12-2    has been made effective [corporations has been effected]:

 12-3                (1)  [The several corporations parties to the plan of

 12-4    merger or consolidation shall be a single corporation, which, in

 12-5    the case of a merger, shall be that corporation designated in the

 12-6    plan of merger as the surviving corporation, and, in the case of

 12-7    consolidation, shall be the new corporation provided for in the

 12-8    plan of consolidation.]

 12-9                [(2)]  The separate existence of every domestic

12-10    corporation that is a party to the merger, except any surviving or

12-11    new domestic [all corporations parties to the plan of merger or

12-12    consolidation, except the surviving or new] corporation, shall

12-13    cease.

12-14                (2)  All rights, title, and interest to all real estate

12-15    and other property owned by each corporation that is a party to the

12-16    merger shall be vested in the [(3)  Such] surviving or new

12-17    corporation without revision or impairment, [shall have all the

12-18    rights, privileges, immunities and powers and shall be subject to

12-19    all the duties and liabilities of a corporation organized under

12-20    this Act.]

12-21                [(4)  Such surviving or new corporation shall thereupon

12-22    and thereafter possess all the rights, privileges, immunities and

12-23    franchises, as well of a public as of a private nature, of each of

12-24    the merging or consolidating corporations; and all property, real,

12-25    personal and mixed, and all debts due on whatever account, and all

12-26    other choses in action, and all and every other interest, of or

12-27    belonging to or due to each of the corporations so merged or

 13-1    consolidated, shall be taken and deemed to be transferred to and

 13-2    vested in such single corporation] without further act or deed, and

 13-3    without any transfer or assignment having occurred, but subject to

 13-4    any existing liens or encumbrances thereon.

 13-5                (3)  All [(5)  Such surviving or new corporation shall

 13-6    thenceforth be responsible and liable for all the] liabilities and

 13-7    obligations of each corporation shall become the liabilities and

 13-8    obligations of the surviving or new corporation.

 13-9                (4)  A [of the corporations so merged or consolidated;

13-10    and any claim existing or action or] proceeding pending by or

13-11    against any corporation may be continued as if the merger did not

13-12    occur and the [of such corporations may be prosecuted as if such

13-13    merger or consolidation had not taken place, or such] surviving or

13-14    new corporation may be substituted in the proceeding [its place.

13-15    Neither the rights of creditors nor any liens upon the property of

13-16    any such corporations shall be impaired by such merger or

13-17    consolidation].

13-18                (5) [(6)]  In the case of a merger, the articles of

13-19    incorporation of the surviving corporation shall be deemed to be

13-20    amended to the extent, if any, that changes in its articles of

13-21    incorporation are stated in the plan of merger; and, in the case of

13-22    a consolidation, the statement [statements] set forth in the

13-23    articles of consolidation and which is [are] required or are

13-24    permitted to be set forth in the articles of incorporation of

13-25    corporations organized under this Act shall be deemed to be the

13-26    articles of incorporation of the new corporation.

13-27          SECTION 15.  The Texas Non-Profit Corporation Act (Article

 14-1    1396-1.01 et seq., Vernon's Texas Civil Statutes), is amended by

 14-2    adding Article 5.10 to read as follows:

 14-3          Art. 5.10.  MERGERS WITH OTHER ENTITIES.  A.  In addition to

 14-4    a merger or consolidation effected pursuant to Article 5.01, 5.02,

 14-5    or 5.07 of this Act and subject to this article, a domestic

 14-6    corporation may adopt a plan of merger and one or more domestic

 14-7    corporations may merge with one or more domestic or foreign

 14-8    corporations or other entities in accordance with Part Five of the

 14-9    Texas Business Corporation Act; provided, however, that nothing in

14-10    this article shall be deemed to authorize the merger of a

14-11    charitable corporation into another entity if such charitable

14-12    corporation would thereby have its charitable status lost or

14-13    impaired; but a for-profit corporation or other entity may be

14-14    merged into one or more charitable corporations which shall

14-15    continue as the surviving entity or entities.

14-16          B.  For purposes of this article, the term "merger" means:

14-17                (1)  the division of a domestic corporation into two or

14-18    more domestic corporations or into a surviving corporation or one

14-19    or more domestic or foreign corporations or other entities; or

14-20                (2)  the combination of one or more domestic

14-21    corporations with one or more domestic or foreign corporations or

14-22    other entities resulting in:

14-23                      (a)  one or more surviving domestic or foreign

14-24    corporations or other entities;

14-25                      (b)  the creation of one or more domestic or

14-26    foreign corporations or other entities; or

14-27                      (c)  one or more surviving domestic or foreign

 15-1    corporations or other entities and the creation of one or more

 15-2    domestic or foreign corporations or other entities.

 15-3          C.  For purposes of this article, the term "other entity"

 15-4    means any entity, whether organized for profit or not, that is a

 15-5    corporation (other than a domestic corporation or foreign

 15-6    corporation), limited or general partnership, limited liability

 15-7    company, real estate investment trust, joint venture, stock

 15-8    company, cooperative, association, bank, trust, insurance company,

 15-9    or other legal entity organized pursuant to the laws of this state

15-10    or any other state or country to the extent such laws or the

15-11    constituent documents of that entity, not inconsistent with such

15-12    laws, permit that entity to enter into a merger with a domestic

15-13    corporation as permitted by this article.

15-14          D.  The procedures for approval of a merger set forth in

15-15    Article 5.03 of this Act shall also apply to any merger effected

15-16    pursuant to this article in lieu of Section A(1), Article 5.01, and

15-17    Article 5.03 of the Texas Business Corporation Act.  The provisions

15-18    set forth in Article 5.04 of the Texas Business Corporation Act and

15-19    Article 5.04 of this Act with respect to articles of merger shall

15-20    both apply to any merger to the extent applicable.  The effects of

15-21    any merger effected pursuant to this article shall be as set forth

15-22    in Article 5.06 of the Texas Business Corporation Act.  All other

15-23    provisions of this part shall apply to a merger under this article

15-24    except to the extent the provisions of Part Five of the Texas

15-25    Business Corporation Act expressly apply to the merger and such

15-26    provisions are not in conflict with the provisions of this Act.

15-27          SECTION 16.  Section E, Article 7.01, Texas Non-Profit

 16-1    Corporation Act (Article 1396-7.01, Vernon's Texas Civil Statutes),

 16-2    is amended to read as follows:

 16-3          E.  Any corporation dissolved by the Secretary of State under

 16-4    the provisions of Section B of this article may be reinstated by

 16-5    the Secretary of State at any time within a period of 36 [12]

 16-6    months from the date of such dissolution, upon approval of an

 16-7    application for reinstatement signed by an officer or director of

 16-8    the dissolved corporation.  Such application shall be filed by the

 16-9    Secretary of State whenever it is established to the Secretary's

16-10    [his] satisfaction that in fact there was no cause for the

16-11    dissolution, or whenever the neglect, omission or delinquency

16-12    resulting in dissolution has been corrected and payment made of all

16-13    fees, taxes, penalties and interest due thereon which accrued

16-14    before the dissolution plus an amount equal to the total taxes from

16-15    the date of dissolution to the date of reinstatement which would

16-16    have been payable had the corporation not been dissolved.  A

16-17    reinstatement filing fee of $25.00 shall accompany the application

16-18    for reinstatement.

16-19          Reinstatement shall not be authorized if the corporate name

16-20    is the same as or deceptively similar to a corporate, limited

16-21    partnership, or limited liability company name already on file or

16-22    reserved or registered, unless the corporation being reinstated

16-23    contemporaneously amends the articles of incorporation to change

16-24    its name.

16-25          When the application for reinstatement is approved and filed

16-26    by the Secretary of State, the corporate existence shall be deemed

16-27    to have continued without interruption from the date of dissolution

 17-1    except the reinstatement shall have no effect upon any issue of

 17-2    personal liability of the directors, officers, or agents of the

 17-3    corporation during the period between dissolution and

 17-4    reinstatement.

 17-5          SECTION 17.  Section A, Article 8.03, Texas Non-Profit

 17-6    Corporation Act (Article 1396-8.03, Vernon's Texas Civil Statutes),

 17-7    is amended to read as follows:

 17-8          A.  No certificate of authority shall be issued to a foreign

 17-9    corporation if the corporate name of such corporation:

17-10                (1)  Contains any word or phrase which indicates or

17-11    implies that it is organized for any purpose other than one or more

17-12    of the purposes contained in its articles of incorporation.

17-13                (2)  Is the same as, or deceptively similar to, the

17-14    name of any corporation, whether for profit or not for profit,

17-15    limited partnership, or limited liability company existing under

17-16    any Act of this State, or any foreign corporation, whether for

17-17    profit or not for profit, limited partnership, or limited liability

17-18    company authorized to transact business or conduct affairs in this

17-19    State, or a corporate, limited partnership, or limited liability

17-20    company name reserved or registered as permitted by the laws of

17-21    this State; provided that a name may be similar if written consent

17-22    is obtained from the existing corporation, limited partnership, or

17-23    limited liability company having the name deemed to be similar or

17-24    the person[, or corporation] for whom the name deemed to be similar

17-25    is reserved or registered in the office of the Secretary of State.

17-26    A certificate of authority shall be issued as provided by this Act

17-27    to any foreign corporation having a name the same as, deceptively

 18-1    similar to, or,  if no consent is given, similar to the name of any

 18-2    domestic corporation, limited partnership, or limited liability

 18-3    company existing under the laws of this State or of any foreign

 18-4    corporation, limited partnership, or limited liability company

 18-5    authorized to transact business or conduct affairs in this State,

 18-6    or a name the exclusive right to which is, at the time, reserved or

 18-7    registered in accordance with this Act or any other applicable law,

 18-8    provided the foreign corporation qualifies and does business under

 18-9    a name that meets the requirements of this article.  The foreign

18-10    corporation shall set forth in the application for a certificate of

18-11    authority the name under which it is qualifying and shall file an

18-12    assumed name certificate in accordance with Chapter 36, Business &

18-13    Commerce Code, as amended.

18-14          SECTION 18.  Section E, Article 8.15, Texas Non-Profit

18-15    Corporation Act (Article 1396-8.15, Vernon's Texas Civil Statutes),

18-16    is amended to read as follows:

18-17          E.  Any corporation whose certificate of authority has been

18-18    revoked by the Secretary of State under the provisions of Section B

18-19    of this article may be reinstated by the Secretary of State at any

18-20    time within a period of 36 [12] months from the date of such

18-21    revocation [dissolution], upon approval of an application for

18-22    reinstatement signed by an officer or director of the corporation.

18-23    Such application shall be filed by the Secretary of State whenever

18-24    it is established to the Secretary's [his] satisfaction that in

18-25    fact there was no cause for the revocation, or whenever the

18-26    neglect, omission or delinquency resulting in revocation has been

18-27    corrected and payment made of all fees, taxes, penalties and

 19-1    interest due thereon which accrued before the revocation plus an

 19-2    amount equal to the total taxes from the date of revocation to the

 19-3    date of reinstatement which would have been payable had the

 19-4    corporation's certificate not been revoked.  A reinstatement filing

 19-5    fee of $25.00 shall accompany the application for reinstatement.

 19-6          Reinstatement shall not be authorized if the corporate name

 19-7    is the same as or deceptively similar to a corporate, limited

 19-8    partnership, or limited liability company name already on file or

 19-9    reserved or registered, unless the corporation being reinstated

19-10    contemporaneously amends its certificate of authority to change its

19-11    name.

19-12          When the application for reinstatement is approved and filed

19-13    by the Secretary of State, the corporate authority to do business

19-14    in Texas shall be deemed to have continued without interruption

19-15    from the date of revocation, except that reinstatement shall have

19-16    no effect upon any issue of personal liability of the directors,

19-17    officers, or agents of the corporation during the period between

19-18    revocation and reinstatement.

19-19          SECTION 19.  (a)  This Act takes effect September 1, 1997,

19-20    and applies to an entity affected regardless of the date of

19-21    formation or incorporation.

19-22          (b)  This Act shall not affect any action or proceeding

19-23    commenced before the effective date of this Act.

19-24          SECTION 20.  The importance of this legislation and the

19-25    crowded condition of the calendars in both houses create an

19-26    emergency and an imperative public necessity that the

19-27    constitutional rule requiring bills to be read on three several

 20-1    days in each house be suspended, and this rule is hereby suspended.