APPROVAL OF MERGER.
Tex. BUS. ORGS Code § 22.251.
in effect(a) A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section.
(b) If the corporation that is a party to the merger has no members or has no members with voting rights, the plan of merger must be approved by the vote of directors required by Section 22.164 .
(c) If the management of the affairs of the corporation that is a party to the merger is vested in its members under Section 22.202 , the plan of merger:
(1) must be submitted to a vote at an annual, regular, or special meeting of the members; and
(2) must be approved by the members by the vote required by Section 22.164 .
(d) If the corporation that is a party to the merger has members with voting rights:
(1) the board of directors must adopt a resolution that:
(A) approves the plan of merger; and
(B) directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights; and
(2) the members must approve the plan of merger by the vote required by Section 22.164 .