1. (a) A restriction on the transfer or registration of transfer of a security may be imposed by:

   1. (1) the real estate investment trust's certificate of formation;
   2. (2) the real estate investment trust's bylaws;
   3. (3) a written agreement among two or more holders of the securities; or

   4. (4) a written agreement among one or more holders of the securities and the real estate investment trust if:

      1. (A) the real estate investment trust files a copy of the agreement at the principal place of business or registered office of the real estate investment trust; and
      2. (B) the copy of the agreement is subject to the same right of examination by a shareholder of the real estate investment trust, in person or by agent, attorney, or accountant, as the books and records of the real estate investment trust.
2. (b) A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.