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(a) Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation:
(1) the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, or trust indenture; and
(2) an authorization or consent of members is not required for the validity of the transaction or for any sale under the terms of the transaction.
(b) If the management of the affairs of a corporation is vested in the corporation's members under Section 22.202:
(1) the members may authorize a pledge, mortgage, deed of trust, or trust indenture in the manner provided by Section 22.252(c) for a sale of all or substantially all of the assets of a corporation; and
(2) an authorization by the board of directors is not required for the validity of the transaction or for any sale under the terms of the transaction.
Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 22.254. Pledge, Mortgage, Deed of Trust, or Trust Indenture - last updated April 14, 2021 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-22-254/
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