BUSINESS CORPORATION ACT

PART 3. 


	Art. 3.01. INCORPORATORS.  A. Any natural person of the age 
of eighteen (18) years or more, or any domestic or foreign 
corporation, estate, or other entity may act as an incorporator of a 
corporation by signing the articles of incorporation for such 
corporation and by delivering the original and a copy of the 
articles of incorporation to the Secretary of State.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1975, 64th Leg., p. 315, ch. 134, Sec. 11, eff. Sept. 1, 1975;  
Acts 1979, 66th Leg., p. 224, ch. 120, Sec. 27, eff. May 9, 1979;  
Acts 1987, 70th Leg., ch. 93, Sec. 18, eff. Aug. 31, 1987;  Acts 
1997, 75th Leg., ch. 375, Sec. 16, eff. Sept. 1, 1997.


	Art. 3.02. ARTICLES OF INCORPORATION.  A.  The articles of 
incorporation shall set forth:
		(1)  The name of the corporation;                                             
		(2)  The period of duration, which may be perpetual;                          
		(3)  The purpose or purposes for which the corporation 
is organized which may be stated to be, or to include, the 
transaction of any or all lawful business for which corporations 
may be incorporated under this Act;
		(4)  The aggregate number of shares which the 
corporation shall have authority to issue; if such shares are to 
consist of one class only, the par value of each of such shares, or a 
statement that all of such shares are without par value; or, if such 
shares are to be divided into classes, the number of shares of each 
class, and a statement of the par value of the shares of each class 
or that such shares are to be without par value;
		(5)  If the shares are to be divided into classes, the 
designation of each class and statement of the preferences, 
limitations, and relative rights in respect of the shares of each 
class;
		(6)  If the corporation is to issue the shares of any 
class in series, then the designation of each series and a statement 
of the variations in the preferences, limitations and relative 
rights as between series insofar as the same are to be fixed in the 
articles of incorporation, and a statement of any authority to be 
vested in the board of directors to establish series and fix and 
determine the preferences, limitations and relative rights of each 
series;
		(7)  If the shareholders of a corporation are to have 
the preemptive right to acquire additional or treasury shares of 
the corporation, a provision complying with the requirements of 
Article 2.22-1 of this Act;
		(7-a)  If the shareholders of a corporation are to have 
a cumulative voting right at the election of directors, a provision 
complying with the requirements of Section D, Article 2.29, of this 
Act;
		(8)  If a corporation elects to become a close 
corporation in conformance with Part Twelve of this Act, any 
provision (a) required or permitted by this Act to be stated in the 
articles of incorporation of a close corporation, but not in the 
articles of incorporation of an ordinary corporation, (b) contained 
or permitted to be contained in a shareholders' agreement in 
conformance with Part Twelve of this Act which the incorporators 
elect to set forth in articles of incorporation, or (c) that makes a 
shareholders' agreement in conformance with Part Twelve of this Act 
part of the articles of incorporation of a close corporation in the 
manner prescribed in Section F, Article 2.22 of this Act, but any 
such provision, other than the statement required by Section A, 
Article 12.11 of this Act, shall be preceded by a statement that the 
provision shall be subject to the corporation remaining a close 
corporation in conformance with Part Twelve of this Act;
		(9)  Any provision, not inconsistent with law, 
including any provision which under this Act is required or 
permitted to be set forth in the bylaws or which is permitted to be 
included pursuant to Article 2.30-1 of this Act, providing for the 
regulation of the internal affairs of the corporation;
		(10)  The street address of its initial registered 
office and the name of its initial registered agent at such address;
		(11)  Subject to Article 2.30-1 of this Act, the number 
of directors constituting the initial board of directors and the 
names and addresses of the person or persons who are to serve as 
directors until the first annual meeting of shareholders or until 
their successors be elected and qualify, or, in the case of a close 
corporation that, in conformance with Part Twelve of this Act, is to 
be managed in some other manner pursuant to a shareholders' 
agreement by the shareholders or by the persons empowered by the 
agreement to manage its business and affairs, the names and 
addresses of the person or persons who, pursuant to the 
shareholders' agreement, will perform the functions of the initial 
board of directors provided for by this Act;
		(12)  The name and address of each incorporator, unless 
the corporation is being incorporated pursuant to a plan of 
conversion or a plan of merger, in which case the articles need not 
include such information;  and
		(13)  If the corporation is being incorporated pursuant 
to a plan of conversion or a plan of merger, a statement to that 
effect, and in the case of a plan of conversion, the name, address, 
date of formation, and prior form of organization and jurisdiction 
of incorporation or organization of the converting entity.
	B. It shall not be necessary to set forth in the articles of 
incorporation any of the corporate powers enumerated in this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 5;  Acts 1973, 63rd Leg., 
p. 1503, ch. 545, Sec. 27, eff. Aug. 27, 1973;  Acts 1975, 64th Leg., 
p. 315, ch. 134, Sec. 12, eff. Sept. 1, 1975;  Acts 1981, 67th Leg., 
p. 3114, ch. 818, Sec. 5, eff. Aug. 31, 1981;  Acts 1987, 70th Leg., 
ch. 93, Sec. 19, eff. Aug. 31, 1987;  Acts 1991, 72nd Leg., ch. 901, 
Sec. 19, eff. Aug. 26, 1991;  Acts 1997, 75th Leg., ch. 375, Sec. 17, 
eff. Sept. 1, 1997.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 20, eff. Sept. 
1, 2003.

Amended by:                                                                   
	Acts 2005, 79th Leg., Ch. , Sec. 7, eff. September 1, 2005.


	Art. 3.03. FILING OF ARTICLES OF INCORPORATION.  A. Except as 
provided by Section C of this Article, the original and a copy of 
the articles of incorporation shall be delivered to the Secretary 
of State.  If the Secretary of State finds that the articles of 
incorporation conform to law, he shall, when all fees have been paid 
as required by law:
	(1) Endorse on the original and the copy the word "Filed," and 
the month, day, and year of the filing thereof.
	(2) File the original in his office.                                           
	(3) Issue a certificate of incorporation to which he shall 
affix the copy.   
	B. The certificate of incorporation, together with the copy 
of the articles of incorporation affixed thereto by the Secretary 
of State, shall be delivered to the incorporators or their 
representatives.
	C. In the case of a new domestic corporation being 
incorporated pursuant to a plan of conversion or a plan of merger 
pursuant to Part Five of this Act, the articles of incorporation of 
the corporation shall be filed with the Secretary of State with the 
articles of conversion or merger and need not be filed separately 
pursuant to Section A of this Article.  If the Secretary of State 
finds that the articles of incorporation conform to the law, he 
shall file the articles of incorporation in his office and issue a 
certificate of incorporation, to which he shall affix a copy of the 
articles of incorporation, and deliver the same to the party or 
parties filing the articles of conversion or merger, or their 
representatives, with the certificate of conversion or merger that 
is issued in connection with the conversion or merger.  In the case 
of a conversion or a merger, the certificate of incorporation of a 
domestic corporation that is a converted entity or that is to be 
created pursuant to the plan of merger shall become effective on the 
effectiveness of the conversion or the merger, as the case may be.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1979, p. 224, ch. 120, Sec. 28, eff. May 9, 1979;  Acts 1997, 
75th Leg., ch. 375, Sec. 18, eff. Sept. 1, 1997.


	Art. 3.04. EFFECT OF ISSUANCE OF CERTIFICATE OF 
INCORPORATION.  A. Except as provided by Section B of this Article, 
on the issuance of the certificate of incorporation, the corporate 
existence of the corporation being incorporated shall begin.
	B. In the case of a new domestic corporation being 
incorporated pursuant to a plan of conversion or a plan of merger 
pursuant to Part Five of this Act, the corporate existence of the 
corporation shall begin upon the effectiveness of the conversion or 
the merger, as the case may be.
	C. The certificate of incorporation on effectiveness shall be 
conclusive evidence that all conditions precedent required to be 
performed for the valid incorporation of the corporation have been 
complied with and that the corporation has been duly incorporated 
under this Act, except as against the State in a proceeding for 
involuntary dissolution.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1997, 75th Leg., ch. 375, Sec. 19, eff. Sept. 1, 1997.


	Art. 3.06. ORGANIZATION MEETING OF DIRECTORS.  A. Except as 
provided by Section B of this Article, after the issuance of the 
certificate of incorporation, an organization meeting of the 
initial board of directors named in the articles of incorporation 
(or of the person or persons who, in conformance with Section A(12), 
Article 3.02 of this Act, are named in the articles of incorporation 
as the person or persons who will perform the functions of the 
initial board of directors provided for by this Act) shall be held, 
either within or without this State, at the call of a majority of 
the directors named in the articles of incorporation, for the 
purpose of adopting bylaws, electing officers, and transacting such 
other business as may come before the meeting.  The directors 
calling the meeting shall give at least three (3) days notice 
thereof by mail to each director so named, stating the time and 
place of the meeting.
	B. The provisions of Section A of this Article shall not apply 
to a corporation that is a converted entity or a corporation that is 
created pursuant to a plan of merger if the plan of conversion or 
the plan of merger, as the case may be, sets forth the bylaws and 
officers of the corporation.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1973, 63rd Leg., p. 1504, ch. 545, Sec. 28, eff. Aug. 27, 1973;  
Acts 1997, 75th Leg., ch. 375, Sec. 21, eff. Sept. 1, 1997.