REAL ESTATE INVESTMENT TRUSTS - FORMATION AND GOVERNING DOCUMENTS

TEXAS BUSINESS ORGANIZATIONS CODE

 

§ 200.051. DECLARATION OF TRUST.

For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust. The certificate of formation may be titled "declaration of trust" or "certificate of formation."

§ 200.052. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION.

A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of formation relating to the management, control, capital structure, dividend entitlement, purpose, or duration of the real estate investment trust.

§ 200.053. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.

(a) To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust managers shall:

(1) adopt a resolution stating the proposed amendment; and

(2) follow the procedures prescribed by §§ 200.054-200.056.

(b) The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with § 3.059.

§ 200.054. ADOPTION OF AMENDMENT BY TRUST MANAGERS.

If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real estate investment trust's certificate of formation by resolution without shareholder approval.

§ 200.055. ADOPTION OF AMENDMENT BY SHAREHOLDERS.

If a real estate investment trust has issued and outstanding shares:

(1) a resolution described by § 200.053 must also direct that the proposed amendment be submitted to a vote of the shareholders at a meeting; and

(2) the shareholders must approve the proposed amendment in the manner provided by § 200.056.

§ 200.056. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.

(a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be effected within the time and in the manner provided by this code for giving notice of meetings to shareholders. If the proposed amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice required to be provided for an annual meeting.

(b) At the meeting, the proposed amendment shall be adopted only on receiving the affirmative vote of shareholders entitled to vote required by § 200.261.

(c) An unlimited number of amendments may be submitted for adoption by the shareholders at a meeting.

§ 200.057. ADOPTION OF RESTATED CERTIFICATE OF FORMATION.

(a) A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under §§ 200.053-200.056, except that shareholder approval is not required if an amendment is not adopted.

(b) If shares of the real estate investment trust have not been issued and the restated certificate of formation is adopted by the trust managers, the majority of the trust managers may sign the restated certificate of formation on behalf of the real estate investment trust.

§ 200.058. BYLAWS.

(a) The trust managers of a real estate investment trust shall adopt initial bylaws.

(b) The bylaws may contain provisions for the regulation and management of the affairs of the real estate investment trust that are consistent with law and the real estate investment trust's certificate of formation.

(c) The trust managers of a real estate investment trust may amend or repeal bylaws or adopt new bylaws unless:

(1) the real estate investment trust's certificate of formation or this chapter wholly or partly reserves the power exclusively to the real estate investment trust's shareholders; or

(2) in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the trust managers may not amend, repeal, or readopt that bylaw.

§ 200.059. DUAL AUTHORITY.

Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment trust's bylaws, the shareholders of a real estate investment trust may amend, repeal, or adopt the bylaws of the real estate investment trust even if the bylaws may also be amended, repealed, or adopted by the trust managers of the real estate investment trust.

§ 200.060. ORGANIZATION MEETING.

(a) After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting, at the call of a majority of those trust managers, for the purpose of adopting bylaws, electing officers, and transacting other business.

(b) Not later than the third day before the date of the meeting, the initial trust managers calling the meeting shall send notice of the time and place of the meeting to the other initial trust managers named in the certificate of formation.

 

Contact Information

Mailing Address

Chowins Law Firm, PLLC
1011 Surrey Lane #200
Flower Mound, TX 75022

Telephone

(469) 630-2550

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