Business Organizations Code § 6.202

Sec. 6.202. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT. (a) This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at an annual or special meeting of the owners or members of the entity. (b) Except as provided by this code, the certificate of formation of a filing entity may authorize the owners or members of the entity to take action without holding a meeting, providing prior notice, or taking a vote if owners or members of the entity having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken. (c) A written consent or consents described by Subsection (b) must include: (1) the date each owner or member signed the consent; and (2) the date of signing of the latest dated consent satisfying the minimum number of owners or members necessary to approve the action that is the subject of the consent. (c-1) The date described by Subsection (c)(2) must be not later than the 60th day after the date of the signing of the earliest dated consent of the owners or members signing the consent or consents. If a consent does not contain the date that an owner or member signed the consent, the date that the owner or member signed the consent is considered to be the date that the consent is received by the filing entity. A written consent or consents described by Subsection (b) that are not solicited by or on behalf of a filing entity or the filing entity's governing authority must be delivered to the entity as required by Section 6.203 to take effect. (c-2) By a provision in the written consent or consents or by a written instruction to an agent of the filing entity from one or more persons granting the written consent or consents, a written consent or consents described by Subsection (b) may be made to take effect at a future time, which must be not later than the 60th day after the date the last of the minimum number of owners or members necessary to sign the consent or consents as required by Subsection (b) have signed the consent or consents. If the written consent or consents described by this subsection are to take effect at a future time, all of the written consent or consents take effect at that future effective time. (c-3) If two or more of the written consents described by Subsection (c-2) have different future effective times, the latest future effective time of those consents applies to all of the consents. The written consent or consents are considered to have been given for purposes of this section at the applicable effective time so long as owners or members satisfying the minimum requirements in Subsection (b): (1) are determined to be owners or members, as applicable, as of: (A) that effective time; or (B) if applicable, the record date established under Section 6.102; and (2) have signed and not revoked the consent or consents at any time before the applicable effective time of the consent or consents. (c-4) By a provision in the written consent or by a written instruction to an agent of the filing entity, an owner or member of a filing entity signing a written consent described by Subsection (b) may provide that the owner's or member's consent is to take effect at a future time, which must be not later than the 60th day after the date on which the consent is signed by the last of the minimum number of owners or members of the entity necessary to sign the consent or consents as required by Subsection (b). The owner's or member's consent is considered to have been given for purposes of this section at the later of that future effective time or a later effective time determined under Subsection (c-3) so long as: (1) the person is an owner or member, as applicable, as of: (A) the applicable effective time; or (B) if applicable, the record date established under Section 6.102; and (2) the owner or member did not revoke the consent at any time before the applicable effective time of the consent. (d) The entity shall promptly provide notice to each person who is an owner or member as of the record date for the action, as determined by Section 6.102, who did not sign a consent described by Subsection (b) of the action that is the subject of the consent. The notice required by this subsection: (1) in addition to other information required by applicable law, must contain a reasonable description of the action that is the subject of the consent; and (2) may, instead of containing the complete notice, include information directing the owner or member to a publicly available electronic resource at which a reasonable description of the action that is the subject of the consent and any other information required by applicable law may be accessed by the owner or member without subscription or cost. (e) An owner or member of a filing entity signing a written consent may revoke the owner's or member's consent at any time before the applicable effective time of the consent. (f) For purposes of this section, a "future time" includes a time that is determined on the happening of an event. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 12, eff. September 1, 2021. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 9, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 15, eff. September 1, 2025.