Who said corporations are people when texas executes one

An organizer of the entity must be a physician and ensure that a physician or physicians control and manage the entity. The ownership interest of an individual physician assistant may not equal or exceed the ownership interest of any individual physician owner.

A physician assistant or combination of physician assistants may not interfere with the practice of medicine by a physician owner or the supervision of physician assistants by a physician owner. To the extent of a conflict between Subtitle B, Title 3, Occupations Code, and Chapter , Occupations Code, or any rules adopted under those statutes, Subtitle B, Title 3, or a rule adopted under that subtitle controls.

Added by Acts , 82nd Leg. June 17, A religious society, a charitable, benevolent, literary, or social association, or a church may incorporate as a corporation governed by this chapter with the consent of a majority of its members. Those members shall authorize the organizers to execute the certificate of formation. The organizers or directors calling the meeting shall send notice of the time and place of the meeting to each director named in the certificate of formation not later than the third day before the date of the meeting.

The notice must state the purposes of the meeting. An organizer who calls the meeting shall:. Acts , 79th Leg. January 1, A substituting the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp. B adding, deleting, or changing a geographical attribution to the name. Any number of amendments to the corporation's certificate of formation may be submitted to and voted on by a corporation's members at any one meeting of the members.

Added by Acts , 79th Leg. The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation. If an annual meeting is not required, directors may be elected at a meeting as provided by the bylaws. The demand must be made in writing and sent to an officer of the corporation by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents. Each member has a justiciable interest sufficient to enable the member to institute and prosecute the legal proceedings.

Acts , 80th Leg. A special meeting of the members of a corporation may be called by:. The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice may be delivered personally or in accordance with Section 6. The list must identify:. A voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.

A proxy may not be irrevocable for longer than 11 months. If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by this chapter with respect to an action to be taken by the members, the certificate of formation controls. The board of directors may be designated by any name appropriate to the customs, usages, or tenets of the corporation.

If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws. A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of formation or a bylaw of the corporation imposes that requirement.

The certificate of formation or bylaws may prescribe other qualifications for directors. The number of directors shall be set by, or in the manner provided by, the certificate of formation or bylaws of the corporation, except that the number of directors on the initial board of directors must be set by the certificate of formation.

A decrease in the number of directors may not shorten the term of an incumbent director. If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the members of the initial board of directors of the corporation.

Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If the method of election, designation, or appointment is not provided by the certificate of formation or bylaws, directors other than the initial directors are elected by the board of directors.

Directors other than the initial directors are elected, appointed, or designated for the terms provided by the certificate of formation or bylaws. Directors may be divided into classes. The terms of office of the several classes are not required to be uniform. The certificate of formation or bylaws of a corporation may provide that a person who is not a director is entitled to receive notice of and to attend meetings of the board of directors.

By having those rights, the person does not have the authority, duties, or liabilities of a director and is not a governing person of the corporation. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to the corporation. A director elected to fill a vacancy is elected for the unexpired term of the member's predecessor in office.

If a corporation has no members or has no members with the right to vote on the vacancy, the vacancy shall be filled as provided by the certificate of formation or bylaws. The act of a majority of the directors present in person or by proxy 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.

A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed in writing by the director. Attendance of a director at a meeting constitutes a waiver of notice, unless the director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as provided by Subsection b-1 , the majority of the persons on the committee must be directors.

If provided by the certificate of formation or bylaws, the remaining persons on the committee are not required to be directors. A committee member who is not a director has the same responsibility with respect to the committee as a committee member who is a director. Acts , 81st Leg. The consent must state the date of each director's or committee member's signature. A person seeking to establish liability of a director must prove that the director did not act:.

A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power conferred as a committee member, may rely in good faith on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:.

A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with respect to property held or administered by the corporation, including property subject to restrictions imposed by the donor or transferor of the property. A purchase or otherwise acquire a stock, bond, security, or other investment on behalf of the corporation; and. B sell, transfer, or otherwise dispose of an asset or property of the corporation at a time and for a consideration the advisor considers appropriate.

The board of directors may remove or replace the advisor, with or without cause, if the board considers that action appropriate or necessary. A certified or registered mail, return receipt requested; or. B other means specified in the corporation's governing documents. A director is not liable under Section A director against whom a claim is asserted under Section A the corporation's board of directors, a committee of the board of directors, or the members, and the board, the committee, or the members in good faith and with ordinary care authorize the contract or transaction by the affirmative vote of the majority of the disinterested directors, committee members or members, regardless of whether the disinterested directors, committee members or members constitute a quorum; or.

B the members entitled to vote on the authorization of the contract or transaction, and the contract or transaction is specifically approved in good faith and with ordinary care by a vote of the members; or. Acts , 82nd Leg. Any two or more offices, other than the offices of president and secretary, may be held by the same person.

A single committee may perform the functions of any two or more officers, including the functions of president and secretary. The term of an officer may not exceed three years. A corporation that is a church is not required to have officers as provided by this subchapter.

The duties and responsibilities of the officers may be vested in the corporation's board of directors or other designated body in any manner provided for by the certificate of formation or bylaws of the corporation. An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and with ordinary care on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:.

B directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights; and. B directs that the resolution be submitted to a vote at an annual or special meeting of the members having voting rights; and.

The term does not include a transaction that results in the corporation directly or indirectly:. The notice must be given in the time and manner provided by Chapter 6 and this chapter for giving notice of a meeting to members. Buy this book at: Amazon BN. The Justice Department just entered into the largest criminal settlement in U.

But it defies logic to make BP itself the criminal. They have no brains. Even if 49 percent of their shareholders are foreign citizens, corporations now have a constitutional right to affect the outcome of American elections. The perfidious notion that corporations are people can lead to even more bizarre results. That means they have a right to vote as well.

Can we please get a grip? The only sentient beings in a corporation are the people who run them or work for them. Punishing corporations as a whole almost always ends up harming innocent people — especially employees who lose their jobs because the corporation has to trim costs, and retirees whose savings shrink because their shares in the corporation lose value.

Remember the accounting firm Arthur Andersen, convicted in of obstruction of justice when certain partners destroyed records of the auditing work they did for Enron as the energy giant was imploding? After the firm was convicted, its clients abandoned it and the firm went under. The vast majority of its employees had nothing to do with Enron but lost their jobs anyway.