I'm a different lawyer, and I respectfully XXXXX XXXXX my colleague's previous answer to you concerning Texas Corporations
Under Bus. Org. Code. (BOC) 22.160.(a), "Each member of a corporation
, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, except to the extent that the voting rights of members of a class are limited, enlarged, or denied by the certificate of formation or bylaws of the corporation."
Based upon the statutory language, if your Articles state that the corporation has members, but does not deny the members the right to vote, then each member has voting rights.
What follows from this is that under BOC 22.105 and 22.107(b), the board may modify the Articles so as to add the suffix "Inc." to the name of the corporation without member approval -- however, it must set an annual or special meeting to modify the date of the annual meeting, if that meeting date is set forth in the Articles.
Note: As of Jan 1, 2010, the term "Articles of Incorporation," under Texas law has been replaced by the term "Certificate of Formation." The terms have identical meaning.
Finally, in answer to your question about reviewing your Articles/Certificate, I regret that such a review is beyond the scope of services that can be provided in this forum.
EDIT AFTER: Out of morbid curiosity, I have now taken the liberty to review the first question and answer that you received in this forum, and once again, I regret to inform you that in my opinion, it too is incorrect. And you are not going to like my answer here one little bit.
Under BOC 11.152(b), "A domestic entity whose specified period of duration has expired may cancel that event requiring winding up by amending its governing documents in the manner provided by this code, not later than the third anniversary of the date the period expired
or an earlier date prescribed by the title of this code governing the domestic entity, to extend its period of duration."
In short, if your corp had a 50 year duration which expired in the year 2002, then you must
either cancel the termination of the corporation before the year 2006 or wind it up, and if you do not, then the Texas Secretary of State will be forced by law to wind it up for you, pursuant to the mandate of BOC 11.104.
To be frank, if you do as the first "expert" suggests and contact the Secretary of State, you will effectively be putting yourself out of business
, because the SOS will have no alternative but to forcibly wind up your corporation. Whereas if you say nothing at all, then you may be able to form a new corporation, and sell your assets to that entity, before winding up the original corporation. Note also, that as of the year 2006, any contract
entered into by your corporation is unenforceable, in the event that a dispute arises, because your corporation is not lawfully entitled to continue its existence after 12/31/2005.
On a final note, if you are dissatisfied with any of the answers that you previously received here, you may contact customer service and demand a refund. I hope that you will not do that with my answer here -- but, considering the circumstances, I wouldn't blame you -- despite my diligence in trying to set the record straight, before you plow your corporate ship right up onto the rocks.
Hope this helps.
Edited by socrateaser on 11/4/2010 at 8:18 AM EST