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AN ACT
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relating to social purposes of a for-profit corporation and the |
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consideration of social purposes and other interests by officers |
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and directors of a for-profit corporation. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 1.002, Business Organizations Code, is |
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amended by adding Subdivision (82-a) to read as follows: |
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(82-a) "Social purposes" means one or more purposes of |
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a for-profit corporation that are specified in the corporation's |
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certificate of formation and consist of promoting one or more |
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positive impacts on society or the environment or of minimizing one |
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or more adverse impacts of the corporation's activities on society |
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or the environment. Those impacts may include: |
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(A) providing low-income or underserved |
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individuals or communities with beneficial products or services; |
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(B) promoting economic opportunity for |
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individuals or communities beyond the creation of jobs in the |
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normal course of business; |
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(C) preserving the environment; |
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(D) improving human health; |
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(E) promoting the arts, sciences, or advancement |
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of knowledge; |
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(F) increasing the flow of capital to entities |
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with a social purpose; and |
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(G) conferring any particular benefit on society |
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or the environment. |
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SECTION 2. Section 3.007, Business Organizations Code, is |
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amended by adding Subsection (d) to read as follows: |
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(d) Notwithstanding Section 2.008, a for-profit corporation |
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may include one or more social purposes in addition to the purpose |
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or purposes required to be stated in the corporation's certificate |
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of formation by Section 3.005(a)(3). The corporation may also |
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include in the certificate of formation a provision that the board |
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of directors and officers of the corporation shall consider any |
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social purpose specified in the certificate of formation in |
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discharging the duties of directors or officers under this code or |
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otherwise. |
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SECTION 3. Subsection (a), Section 21.101, Business |
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Organizations Code, is amended to read as follows: |
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(a) The shareholders of a corporation may enter into an |
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agreement that: |
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(1) restricts the discretion or powers of the board of |
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directors; |
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(2) eliminates the board of directors and authorizes |
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the business and affairs of the corporation to be managed, wholly or |
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partly, by one or more of its shareholders or other persons; |
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(3) establishes the individuals who shall serve as |
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directors or officers of the corporation; |
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(4) determines the term of office, manner of selection |
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or removal, or terms or conditions of employment of a director, |
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officer, or other employee of the corporation, regardless of the |
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length of employment; |
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(5) governs the authorization or making of |
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distributions whether in proportion to ownership of shares, subject |
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to Section 21.303; |
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(6) determines the manner in which profits and losses |
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will be apportioned; |
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(7) governs, in general or with regard to specific |
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matters, the exercise or division of voting power by and between the |
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shareholders, directors, or other persons, including use of |
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disproportionate voting rights or director proxies; |
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(8) establishes the terms of an agreement for the |
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transfer or use of property or for the provision of services between |
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the corporation and another person, including a shareholder, |
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director, officer, or employee of the corporation; |
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(9) authorizes arbitration or grants authority to a |
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shareholder or other person to resolve any issue about which there |
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is a deadlock among the directors, shareholders, or other persons |
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authorized to manage the corporation; |
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(10) requires winding up and termination of the |
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corporation at the request of one or more shareholders or on the |
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occurrence of a specified event or contingency, in which case the |
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winding up and termination of the corporation will proceed as if all |
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of the shareholders had consented in writing to the winding up and |
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termination as provided by Subchapter K; [or] |
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(11) with regard to one or more social purposes |
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specified in the corporation's certificate of formation, governs |
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the exercise of corporate powers, the management of the operations |
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and affairs of the corporation, the approval by shareholders or |
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other persons of corporate actions, or the relationship among the |
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shareholders, the directors, and the corporation; or |
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(12) otherwise governs the exercise of corporate |
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powers, the management of the business and affairs of the |
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corporation, or the relationship among the shareholders, the |
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directors, and the corporation as if the corporation were a |
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partnership or in a manner that would otherwise be appropriate only |
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among partners and not contrary to public policy. |
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SECTION 4. Section 21.401, Business Organizations Code, is |
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amended by amending Subsection (b) and adding Subsections (c), (d), |
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and (e) to read as follows: |
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(b) In discharging the duties of director under this code or |
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otherwise and in considering the best interests of the corporation, |
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a director is entitled to [may] consider the long-term and |
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short-term interests of the corporation and the shareholders of the |
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corporation, including the possibility that those interests may be |
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best served by the continued independence of the corporation. |
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(c) In discharging the duties of a director under this code |
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or otherwise, a director is entitled to consider any social |
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purposes specified in the corporation's certificate of formation. |
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(d) Subject to direction by the board of directors of the |
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corporation, in discharging the duties of an officer under this |
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code or otherwise, an officer is entitled to consider: |
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(1) the long-term and short-term interests of the |
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corporation and of the corporation's shareholders, including the |
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possibility that those interests may be best served by the |
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continued independence of the corporation; and |
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(2) any social purposes specified in the corporation's |
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certificate of formation. |
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(e) Nothing in this section prohibits or limits a director |
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or officer of a corporation that does not have a social purpose |
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specified as a purpose in the corporation's certificate of |
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formation from considering, approving, or taking an action that |
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promotes or has the effect of promoting a social, charitable, or |
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environmental purpose. |
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SECTION 5. This Act takes effect September 1, 2013. |
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______________________________ |
______________________________ |
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President of the Senate |
Speaker of the House |
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I hereby certify that S.B. No. 849 passed the Senate on |
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March 27, 2013, by the following vote: Yeas 30, Nays 0. |
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______________________________ |
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Secretary of the Senate |
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I hereby certify that S.B. No. 849 passed the House on |
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May 2, 2013, by the following vote: Yeas 147, Nays 0, two present |
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not voting. |
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______________________________ |
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Chief Clerk of the House |
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Approved: |
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______________________________ |
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Date |
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______________________________ |
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Governor |