A corporation must prepare and keep a shareholder voting list before each shareholders’ meeting, with specified information, and may use a restricted electronic system instead of filing it on paper.
Sec. 21.372. SHAREHOLDER MEETING LIST. (a) Not later than the 11th day before the date of each meeting of the shareholders of a corporation, an alphabetical list of the shareholders entitled to vote at the meeting or at any adjournment of the meeting shall be prepared by or on behalf of the corporation. The list of shareholders must: (1) state: (A) the address of each shareholder; (B) the type of shares held by each shareholder; (C) the number of shares held by each shareholder; and (D) the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares stated under Paragraph (C); and (2) be kept on file at the registered office or principal executive office of the corporation for at least 10 days before the date of the meeting. (a-1) Instead of being kept on file, the list required by Subsection (a) may be kept on a reasonably accessible electronic data system if the information required to gain access to the list is provided with notice of the meeting. Section 21.353(c) and this subsection may not be construed to require a corporation to include any electronic contact information of a shareholder on the list. A corporation that elects to make the list available on an electronic data system must take reasonable measures to ensure the information is available only to shareholders of the corporation. (b) The original share transfer records of the corporation are prima facie evidence of the shareholders of the corporation entitled to vote at the meeting. (c) Failure to comply with this section does not affect the validity of any action taken at a meeting of the shareholders of the corporation. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 55, eff. January 1, 2006. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 76, eff. September 1, 2007. Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 7, eff. September 1, 2019. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 29, eff. September 1, 2023.