Retail corporations covered by this section must hold an annual members’ or shareholders’ meeting between January 1 and May 1, and the board must set procedures, an official ballot form, and an independent election auditor.
Sec. 67.007. ANNUAL OR SPECIAL MEETING OF RETAIL CORPORATION. (a) The annual meeting of the members or shareholders of the corporation must be held between January 1 and May 1 at a time specified by the bylaws or the board. (a-1) A quorum for the transaction of business at a meeting of the members or shareholders is a majority of the members and shareholders present. In determining whether a quorum is present, all members and shareholders who mailed or delivered ballots to the independent election auditor or the corporation on a matter submitted to a vote at the meeting are counted as present. (b) The board shall adopt written procedures for conducting an annual or special meeting of the members or shareholders in accordance with this section and Sections 67.0052, 67.0053, and 67.0054. The procedures shall include the following: (1) notification to eligible members or shareholders of the proposed agenda, location, and date of the meeting; (2) director election procedures, including candidate application procedures; (3) approval of the ballot form to be used; and (4) validation of eligible voters, ballots, and election results. (c) The board shall adopt an official ballot form to be used in conducting the business of the corporation at any annual or special meeting. No other ballot form will be valid. Ballots from members or shareholders are confidential and are exempted from disclosure by the corporation until after the date of the relevant election. (d) The board shall select an independent election auditor not later than the 30th day before the scheduled date of the annual meeting. The independent election auditor is not required to be an experienced election judge or auditor and may serve as an unpaid volunteer. At the time of selection and while serving in the capacity of an independent election auditor, the independent election auditor may not be associated with the corporation as: (1) an employee; (2) a director or candidate for director; or (3) an independent contractor engaged by the corporation as part of the corporation's regular course of business. (e) This section applies only to a corporation that provides retail water or sewer service. Added by Acts 1997, 75th Leg., ch. 166, Sec. 2, eff. Sept. 1, 1997. Amended by Acts 1999, 76th Leg., ch. 54, Sec. 1, eff. May 10, 1999. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 10 (S.B. 333), Sec. 2, eff. September 1, 2011. Acts 2013, 83rd Leg., R.S., Ch. 84 (S.B. 447), Sec. 5, eff. May 18, 2013. Acts 2013, 83rd Leg., R.S., Ch. 84 (S.B. 447), Sec. 6, eff. May 18, 2013.