As the world continues to operate remotely in 2021, businesses continue to adjust and evolve their corporate processes to accommodate COVID-19 gathering restrictions. If you or your company find yourselves planning your upcoming meetings to be remote (whether shareholder or director meetings for Texas corporations, or member or manager meetings for Texas LLCs), we recommend keeping the following checklist in mind as your company accommodates virtual meetings.
Check your Governing Documents
The Texas Business Organizations Code (the “TBOC”) allows Texas businesses to hold meetings by using a conference telephone or similar communications equipment, or another electronic communications system, including videoconferencing technology or the Internet, or any combination of these means, subject to the governing documents of the company (e.g., bylaws, company agreements, certificates of formation; collectively, the “Governing Documents”). If your company’s Governing Documents are silent on remote meetings, the TBOC contains certain rules that will apply.
Remote Meeting Requirements
In order to hold a remote meeting, a Texas company must ensure the following requirements are met:
- The meeting must be held in accordance with your company’s Governing Documents. In other words, corporate formalities required by the Governing Documents must still be observed.
- The meeting notice must be in writing, timely given, and state:
- the date and time of the meeting;
- the form of communications system to be used for the meeting; and
- the means of accessing such communications system.
- The telephone or other equipment or system to be used for the remote meeting must permit each person participating in the meeting to communicate with all other persons participating in the meeting.
- If voting is to take place at the meeting, the Company must:
- implement reasonable measures to verify that every person voting by means of remote communications is sufficiently identified; and
- keep a record of any vote or other action taken.
- In addition to the above, the following requirements apply to Texas corporations only:
- The meeting notice for a remote shareholder meeting must contain information on how to access the list of shareholders entitled to vote at the meeting.
- The list of shareholders entitled to vote must be open to inspection by shareholders during a remote shareholder meeting on a reasonably accessible electronic network.
This checklist of requirements does not apply to a general partnership (“GP”) or limited partnership (“LP”) except to the extent its governing documents specify. Instead, a Texas GP or LP should look to its partnership agreement for guidance on remote meetings.
If one thing is clear as we dive into the New Year, it’s that not only is virtual is the norm, but it’s likely here to stay. Evolving your company’s corporate processes to accommodate virtual meetings can be complicated. The checklist above is not an exhaustive list of things your company should consider in advance of your annual meetings. If you have questions on how to integrate this checklist into your company’s existing practices, or if you have specific questions about these requirements or other aspects of corporate governance, Cokinos | Young STRUCTURE, the transactional team of Cokinos | Young, would be happy to discuss your individual needs and questions further.
 Tex. Bus. Org. Code § 6.002.
 Tex. Bus. Org. Code § 21.353.
 Tex. Bus. Org. Code § 21.354.
 Tex. Bus. Org. Code § 6.301.