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Can the Same Person Be Both President and Secretary of a Corporation in Texas?

Can the Same Person Be Both President and Secretary of a Corporation in Texas?

Q: Do bylaws need to be filed with the Secretary of State in Texas?

In Texas, corporate bylaws do not need to be filed with the Secretary of State. However, they must be kept at the corporation's principal office and made available for inspection by shareholders. Bylaws govern the internal operations of the corporation, including the roles of officers and procedures for meetings.

Q: What is under Article IV of the Constitution?

Article IV of the Texas Constitution covers the executive branch of the state government. It details the roles and responsibilities of the Governor, Lieutenant Governor, and other key officials. This article outlines how these officials are elected, their powers, and the structure of the executive department.

Q: What is Article 4 of the Constitution in simple terms?

Article 4 of the Texas Constitution defines the executive branch of the state government. It explains the roles of the Governor and other elected officials, their powers, and how they are elected. Essentially, it sets the framework for how the state's executive functions.

Q: Which article of the Constitution refers to the executive department?

In the Texas Constitution, Article IV refers to the executive department. It outlines the structure, powers, and responsibilities of the state's executive branch, including the Governor and other key officials. This article is crucial for understanding how the executive branch operates in Texas.

Full question:

I'm completing the bylaws form for TX. It says 'In Article IV, Section 1, you must name the officers, such as President, Vice-President, Secretary and/or Treasurer. The same individual may hold two or more offices, except that the same person cannot be both the President and the Secretary unless there is only one stockholder. Field [8]-Name officers of the corporation. You should have a President and a Secretary. The same individual may hold two or more offices.'Can I be the President and Secretary although there are other shareholders? If not, what can I do ?

Category: Corporations
Date: 04/07/2025
State: Texas

Answer:

The Texas Business Organizations Code requires that for-profit corporations and professional corporations have at least one director, one president, and one secretary. A single natural person can be the president, secretary, sole director, and sole shareholder.

Please see the following TX statutes:

§ 3.103 BUS. ORG. Officers

(a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents.

(b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or the governing authority that elects or appoints the officer.

(c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this code or the governing documents of the entity.

§ 21.417 BUS. ORG. Election of Officers

The board of directors of a corporation shall elect a president and a secretary at the time and in the manner prescribed by the corporation's bylaws. Other officers, including assistant officers and agents as deemed necessary, may be elected in accordance with Section 3.103

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

What do we mean when we say that Texas has a plural executive?

In Texas, a plural executive means that the executive branch of government is divided among multiple elected officials rather than being concentrated in a single individual, like a governor. This structure includes various offices such as the Lieutenant Governor, Attorney General, and others, each elected independently. This system is designed to prevent too much power from being held by one person, promoting checks and balances within the state's government.

Do bylaws need to be filed with the Secretary of State in Texas?

What is the executive department in the Texas Constitution Article IV?

Article IV of the Texas Constitution establishes the executive department, which is responsible for enforcing state laws and administering state government. It outlines the powers and duties of the Governor, Lieutenant Governor, and other executive officers. This article ensures a separation of powers within the state government.