Unanimous Written Consent of the Board in Lieu of Organizational Meeting
(TX Professional Corporation)

Summary

This Unanimous Written Consent of the Board in Lieu of Organizational Meeting (TX Professional Service Corporation) template is used for a newly formed Texas professional corporation to provide consent to designated actions taken on behalf of the corporation without the necessity of holding a meeting of the board of directors. This template includes practical guidance and drafting notes. The template is entered into by the corporation's directors, and consents to, among other things, the corporation's certificate of formation and bylaws, the initial expenses related to incorporation, the initial issuance of stock, and the election of corporate officers. Provisions generally applicable to all Texas companies, in addition to those provisions specifically relating to professional entities, govern the creation of formal business organizations formed by licensed professionals. If there is a conflict, the provisions of Title 7 of the Texas Business Organization Code (TBOC), which is applicable to professional business entities, will prevail. The TBOC defines a professional corporation as a corporation that is formed for the purpose of providing a professional service (other than the practice of medicine by physicians, surgeons, or other medical doctors) that by law a corporation governed by Title 2 of the TBOC is prohibited from rendering, and which is governed as a professional entity under Title 7 of the TBOC. See Tex. Business Organization Code § 301.001. For additional guidance, see Professional Corporations (TX) and Corporation Resource Kit (TX).