Replace Calculated Field from the Incorporators' Organizational Meeting

Aug 6th, 2022
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How to Replace Calculated Field from the Incorporators' Organizational Meeting

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all right hello everyone welcome to todays webinar uh my name is Jason Q Im the managing attorney at the DC bar pro bono Center for our non-profit and small business legal assistance programs the topic today is non-profit foundations understanding and amending Articles of Incorporation and bylaws really exciting topic foundational for every non-profit and not something that weve actually done a webinar on before so Im really excited to present this material to you all to hear the peoples questions we can have a bit of a discussion and then Im sure a lot of folks will be watching this as a recorded webinar in the future as they are looking to file or amend their articles or or trying to figure out how articles and bylaws work together to set the foundations of your non-profit organization before we start a few housekeeping matters for those joining us live today there is a questions field in the go to webinar client if you feel free to type questions into the chat I will keep an

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While Business Organizations Code Section 21.223(a)(2) eliminates the alter-ego theory as a basis for veil piercing, it cannot be eliminated as a factor in a case where actual fraud is present, particularly since piercing in Texas has always been linked to values of fairness and justice.
On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holders demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine and copy, at a reasonable time, the corporations books,
A directors consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
(a) The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other officers and assistant officers as considered necessary.
Under 21.223(a) of the Texas Business Organizations Code, the default rule is that the corporate veil will not be pierced. The corporations failure to observe corporate formalities including formalities required by the Texas Business Organizations Code or the corporations bylaws.
(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
An Incorporators Organizational Meeting is an initial meeting of the incorporators of a company where the initial resolutions to organize the company are recorded. This occurs after Articles of Incorporation are filed and a certificate of incorporation is received from the Secretary of State.

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