reglab/housing_qa huggingface dataset:
TX Bus Orgs § 101.454 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.454. Determination by Governing or Independent Persons

Sec. 101.454.  DETERMINATION BY GOVERNING OR INDEPENDENT PERSONS.  (a)  The determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an affirmative vote of the majority of:(1)  the independent and disinterested governing persons of the limited liability company, whether one or more, even if the independent and disinterested governing persons are not a majority of the governing persons of the limited liability company;(2)  a committee consisting of one or more independent and disinterested governing persons appointed by the majority of one or more independent and disinterested governing persons of the limited liability company, even if the appointing independent and disinterested governing persons are not a majority of the governing persons of the limited liability company; or(3)  a panel of one or more independent and disinterested individuals appointed by the court on a motion by the limited liability company listing the names of the individuals to be appointed and stating that, to the best of the limited liability company's knowledge, the individuals to be appointed are disinterested and qualified to make the determinations contemplated by Section 101.458.(b)  An entity to which this subsection applies is independent and disinterested under this section only if its decision with respect to the limited liability company's derivative proceeding is made by a majority of its governing persons who are independent and disinterested with respect to that derivative proceeding, even if those governing persons are not a majority of its governing persons.  This subsection applies to an entity that is:(1)  a managing entity of the limited liability company; or (2)  directly, or indirectly through one or more other entities, a governing person of that managing entity.(c)  The court shall appoint a panel under Subsection (a)(3) if the court finds that the individuals recommended by the limited liability company are independent and disinterested and are otherwise qualified with respect to expertise, experience, independent judgment, and other factors considered appropriate by the court under the circumstances to make the determinations.  An individual appointed by the court to a panel under this section may not be held liable to the limited liability company or the limited liability company's members for an action taken or omission made by the individual in that capacity, except for acts or omissions constituting fraud or wilful misconduct.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 16, eff. September 1, 2019.|
TX Bus Orgs § 101.455 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.455. Stay of Proceeding

Sec. 101.455.  STAY OF PROCEEDING.  (a)  If the limited liability company that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand or petition and the person or group of persons described by Section 101.454 is conducting an active review of the allegations in good faith, the court shall stay a derivative proceeding for not more than 60 days until the review is completed and a determination is made by the person or group regarding what further action, if any, should be taken.(b)  To obtain a stay, the limited liability company must provide the court with a written statement agreeing to advise the court and the member making the demand of the determination promptly on the completion of the review of the matter.(c)  A stay, on motion, may be reviewed every 60 days for continuation of the stay if the limited liability company provides the court and the member with a written statement of the status of the review and the reasons why an extension for a period not to exceed 60 additional days is appropriate.  An extension shall be granted for a period not to exceed 60 days if the court determines that the continuation is appropriate in the interests of the limited liability company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 17, eff. September 1, 2019.|
TX Bus Orgs § 101.456 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.456. Discovery

Sec. 101.456.  DISCOVERY.  (a)  If a limited liability company proposes to dismiss a derivative proceeding under Section 101.458, discovery by a member after the filing of the derivative proceeding in accordance with this subchapter shall be limited to:(1)  facts relating to whether the person or persons described by Section 101.454 are independent and disinterested;(2)  the good faith of the inquiry and review by the person or group; and(3)  the reasonableness of the procedures followed by the person or group in conducting the review.(b)  Discovery described by Subsection (a) may not be expanded to include a fact or substantive matter regarding the act, omission, or other matter that is the subject matter of the derivative proceeding but the scope of discovery shall not be so limited if the court determines after notice and hearing that a good faith review of the allegations has not been made by an independent and disinterested person or group in accordance with Sections 101.454 and 101.458.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 18, eff. September 1, 2019.|
TX Bus Orgs § 101.457 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.457. Tolling of Statute of Limitations

Sec. 101.457.  TOLLING OF STATUTE OF LIMITATIONS.  A written demand filed with the limited liability company under Section 101.453 tolls the statute of limitations on the claim on which demand is made until the later of:(1)  the 31st day after the expiration of any waiting period under Section 101.453(a); or(2)  the 31st day after the expiration of any stay granted under Section 101.455, including all continuations of the stay.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 19, eff. September 1, 2019.Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 30, eff. September 1, 2021.|
TX Bus Orgs § 101.458 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.458. Dismissal of Derivative Proceeding

Sec. 101.458.  DISMISSAL OF DERIVATIVE PROCEEDING.  (a)  A court, sitting in equity as the finder of fact, shall dismiss a derivative proceeding on a motion by the limited liability company if the person or group of persons described by Section 101.454 determines in good faith, after conducting a reasonable inquiry and based on factors the person or group considers appropriate under the circumstances, that continuation of the derivative proceeding is not in the best interests of the limited liability company.(b)  In determining whether the requirements of Subsection (a) have been met, the burden of proof shall be on:(1)  the plaintiff member if:(A)  the applicable person or persons making the determination under Section 101.454(a)(1) or (2) are independent and disinterested at the time the determination is made;(B)  the determination is made by a panel of one or more independent and disinterested persons appointed under Section 101.454(a)(3); or(C)  the limited liability company presents prima facie evidence that demonstrates that the applicable person or persons making the determination under Section 101.454(a) are independent and disinterested; or(2)  the limited liability company in any other circumstance.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 20, eff. September 1, 2019.|
TX Bus Orgs § 101.459 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.459. Allegations After Demand Rejected

Sec. 101.459.  ALLEGATIONS AFTER DEMAND REJECTED.  If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not made in accordance with the requirements and standards under Sections 101.454 and 101.458.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 21, eff. September 1, 2019.|
TX Bus Orgs § 101.460 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.460. Discontinuance or Settlement

Sec. 101.460.  DISCONTINUANCE OR SETTLEMENT.  (a)  A derivative proceeding may not be discontinued or settled without court approval.(b)  The court shall direct that notice be given to the affected members if the court determines that a proposed discontinuance or settlement may substantially affect the interests of other members.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.461 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.461. Payment of Expenses

Sec. 101.461.  PAYMENT OF EXPENSES.  (a)  In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including:(1)  attorney's fees;(2)  costs in pursuing an investigation of the matter that was the subject of the derivative proceeding; or(3)  expenses for which the limited liability company may be required to indemnify another person.(b)  On termination of a derivative proceeding, the court may order:(1)  the limited liability company to pay expenses the plaintiff incurred in the proceeding if the court finds the proceeding has resulted in a substantial benefit to the limited liability company;(2)  the plaintiff to pay expenses the limited liability company or other defendant incurred in investigating and defending the proceeding if the court finds the proceeding has been instituted or maintained without reasonable cause or for an improper purpose; or(3)  a party to pay expenses incurred by another party relating to the filing of a pleading, motion, or other paper if the court finds the pleading, motion, or other paper:(A)  was not well grounded in fact after reasonable inquiry;(B)  was not warranted by existing law or a good faith argument for the application, extension, modification, or reversal of existing law; or(C)  was interposed for an improper purpose, such as to harass, cause unnecessary delay, or cause a needless increase in the cost of litigation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 22, eff. September 1, 2019.|
TX Bus Orgs § 101.462 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.462. Application to Foreign Limited Liability Companies

Sec. 101.462.  APPLICATION TO FOREIGN LIMITED LIABILITY COMPANIES.  (a)  In a derivative proceeding brought in the right of a foreign limited liability company, the matters covered by this subchapter are governed by the laws of the jurisdiction of formation of the foreign limited liability company, except for Sections 101.455, 101.460, and 101.461, which are procedural provisions and do not relate to the internal affairs of the foreign limited liability company, unless applying the laws of the jurisdiction of formation of the foreign limited liability company requires otherwise with respect to Section 101.455.(b)  In the case of matters relating to a foreign limited liability company under Section 101.455, a reference to a person or group of persons described by Section 101.454 refers to a person or group entitled under the laws of the jurisdiction of formation of the foreign limited liability company to make the determination described by Section 101.454(a).  The standard of review of a determination made by the person or group shall be governed by the laws of the jurisdiction of formation of the foreign limited liability company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 23, eff. September 1, 2019.|
TX Bus Orgs § 101.463 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.463. Closely Held Limited Liability Company

Sec. 101.463.  CLOSELY HELD LIMITED LIABILITY COMPANY.  (a)  In this section, "closely held limited liability company" means a limited liability company that has:(1)  fewer than 35 members; and(2)  no membership interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.(b)  Sections 101.452-101.460 do not apply to a claim or a derivative proceeding by a member of a closely held limited liability company against a governing person, member, or officer of the limited liability company.  In the event the claim or derivative proceeding is also made against a person who is not that governing person, member, or officer, this subsection applies only to the claim or derivative proceeding against the governing person, member, or officer.(c)  If Sections 101.452-101.460 do not apply because of Subsection (b) and if justice requires:(1)  a derivative proceeding brought by a member of a closely held limited liability company may be treated by a court as a direct action brought by the member for the member's own benefit; and(2)  a recovery in a direct or derivative proceeding by a member may be paid directly to the plaintiff or to the limited liability company if necessary to protect the interests of creditors or other members of the limited liability company.(d)  Other provisions of state law govern whether a member has a direct cause of action or right to sue a governing person, member, or officer, and this section may not be construed to create that direct cause of action or right to sue.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 100, eff. September 1, 2007.Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 24, eff. September 1, 2019.|
TX Bus Orgs § 101.502 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter K. Supplemental Recordkeeping Requirements|Section 101.502. Right to Examine Records and Certain Other Information

Sec. 101.502.  RIGHT TO EXAMINE RECORDS AND CERTAIN OTHER INFORMATION.  (a)  A member of a limited liability company or an assignee of a membership interest in a limited liability company, or a representative of the member or assignee, on written request and for a proper purpose, may examine and copy at any reasonable time and at the member's or assignee's expense:(1)  records required under Sections 3.151 and 101.501;  and(2)  other information regarding the business, affairs, and financial condition of the company that is reasonable for the person to examine and copy.(b)  A limited liability company shall provide to a member of the company or an assignee of a membership interest in the company, on written request by the member or assignee sent to the company's principal office in the United States or, if different, the person and address designated in the company agreement, a free copy of:(1)  the company's certificate of formation, including any amendments to or restatements of the certificate of formation;(2)  if in writing, the company agreement, including any amendments to or restatements of the company agreement;  and(3)  any tax returns described by Section 101.501(a)(2).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.503 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter K. Supplemental Recordkeeping Requirements|Section 101.503. Penalty for Refusal to Permit Examination of Certain Records

Sec. 101.503.  PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.  (a)  A limited liability company that refuses to allow a member or an assignee of a membership interest to examine and copy, on written request that complies with Section 101.502(a), records or other information described by that section is liable to the member or assignee for any cost or expense, including attorney's fees, incurred in enforcing the member's or assignee's rights under Section 101.502.  The liability imposed on a limited liability company under this subsection is in addition to any other damages or remedy afforded to the member or assignee by law.(b)  It is a defense to an action brought under this section that the person suing:(1)  has improperly used information obtained through a prior examination of the records or other information of the limited liability company or any other limited liability company, under Section 101.502; or(2)  was not acting in good faith or for a proper purpose in making the person's request for examination.|Added by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 11, eff. September 1, 2017.Amended by: Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 10, eff. September 1, 2019.|
TX Bus Orgs § 101.551 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter L. Supplemental Winding Up and Termination Provisions|Section 101.551. Persons Eligible to Wind Up Company

Sec. 101.551.  PERSONS ELIGIBLE TO WIND UP COMPANY.  After an event requiring the winding up of a limited liability company unless a revocation as provided by Section 11.151 or a cancellation as provided by Section 11.152 occurs, the winding up of the company must be carried out by:(1)  the company's governing authority or one or more persons, including a governing person, designated by the governing authority, the members, or the governing documents;(2)  if the event requiring the winding up of the company is the termination of the continued membership of the last remaining member of the company, the legal representative or successor of the last remaining member or one or more persons designated by the legal representative or successor;  or(3)  a person appointed by the court to carry out the winding up of the company under Section 11.054, 11.405, 11.409, or 11.410.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.552 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter L. Supplemental Winding Up and Termination Provisions|Section 101.552. Approval of Voluntary Winding Up, Revocation, Cancellation, or Reinstatement

Sec. 101.552.  APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.  (a)  A majority vote of all of the members of a limited liability company or, if the limited liability company has no members, a majority vote of all of the managers of the company is required to approve:(1)  a voluntary winding up of the company under Chapter 11;(2)  a revocation of a voluntary decision to wind up the company under Section 11.151; or(3)   a reinstatement of a terminated company under Section 11.202.(b)  The consent of all of the members of the limited liability company is required to approve a cancellation under Section 11.152 of an event requiring winding up specified in Section 11.051(1) or (3).(c)  An event requiring winding up specified in Section 11.056 may be canceled in accordance with Section 11.152(a) if the legal representative or successor of the last remaining member of the domestic limited liability company agrees to:(1)  cancel the event requiring winding up and continue the company; and(2)  become a member of the company effective as of the date of termination of the membership of the last remaining member of the company, or designate another person who agrees to become a member of the company effective as of the date of the termination.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 102, eff. September 1, 2007.|
TX Bus Orgs § 101.601 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter M. Series Limited Liability Company|Section 101.601. Series of Members, Managers, Membership Interests, or Assets

Text of section effective until June 01, 2022Sec. 101.601.  SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.  (a)  A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:(1)  has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or(2)  has a separate business purpose or investment objective.(b)  A series established in accordance with Subsection (a) may carry on any business, purpose, or activity, whether or not for profit, that is not prohibited by Section 2.003.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 45, eff. September 1, 2009.Amended by: Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.|