Section 21.726 - Shareholders Considered Directors(a) When required by the context of this chapter, the shareholders of a close corporation described by Section 21.725 are considered to be directors of the close corporation for purposes of applying a provision of this chapter, other than a provision relating to the election and removal of directors.(b) A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that: (1) the corporation is a close corporation with no board of directors; and(2) the action was approved by the shareholders of the close corporation or the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement.Tex. Bus. Org. Code § 21.726
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.