reglab/housing_qa huggingface dataset:
TX Bus Orgs § 101.207 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter E. Allocations and Distributions|Section 101.207. Creditor Status With Respect to Distribution

Sec. 101.207.  CREDITOR STATUS WITH RESPECT TO DISTRIBUTION.  Subject to Sections 11.053 and 101.206, when a member of a limited liability company is entitled to receive a distribution from the company, the member, with respect to the distribution, has the same status as a creditor of the company and is entitled to any remedy available to a creditor of the company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.208 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter E. Allocations and Distributions|Section 101.208. Record Date

Sec. 101.208.  RECORD DATE.  A company agreement may establish or provide for the establishment of a record date with respect to allocations and distributions.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 42, eff. September 1, 2009.|
TX Bus Orgs § 101.251 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter F. Management|Section 101.251. Governing Authority

Sec. 101.251.  GOVERNING AUTHORITY.  (a)  The governing authority of a limited liability company consists of:(1)  the managers of the company, if the company agreement provides that the company is managed by one or more managers; or(2)  the members of the company, if the company agreement provides that the company is managed by the members.(b)  If the company agreement does not provide otherwise, the governing authority of a limited liability company consists of:(1)  the managers of the company, if the company's certificate of formation states that the company has managers; or(2)  the members of the company, if the company's certificate of formation does not state that the company has managers.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 28, eff. September 1, 2021.|
TX Bus Orgs § 101.252 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter F. Management|Section 101.252. Management by Governing Authority

Sec. 101.252.  MANAGEMENT BY GOVERNING AUTHORITY.  The governing authority of a limited liability company shall manage the business and affairs of the company as provided by:(1)  the company agreement;  and(2)  this title and the provisions of Title 1 applicable to a limited liability company to the extent that the company agreement does not provide for the management of the company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.253 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter F. Management|Section 101.253. Designation of Committees; Delegation of Authority

Sec. 101.253.  DESIGNATION OF COMMITTEES;  DELEGATION OF AUTHORITY.  (a)  The governing authority of a limited liability company by resolution may designate:(1)  one or more committees of the governing authority consisting of one or more governing persons of the company;  and(2)  subject to any limitation imposed by the governing authority, a governing person to serve as an alternate member of a committee designated under Subdivision (1) at a committee meeting from which a member of the committee is absent or disqualified.(b)  A committee of the governing authority of a limited liability company may exercise the authority of the governing authority as provided by the resolution designating the committee.(c)  The designation of a committee under this section does not relieve the governing authority of any responsibility imposed by law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.254 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter F. Management|Section 101.254. Designation of Agents; Binding Acts

Sec. 101.254.  DESIGNATION OF AGENTS;  BINDING ACTS.  (a)  Except as provided by this title and Title 1, each governing person of a limited liability company and each officer of a limited liability company vested with actual or apparent authority by the governing authority of the company is an agent of the company for purposes of carrying out the company's business.(b)  An act committed by an agent of a limited liability company described by Subsection (a) for the purpose of apparently carrying out the ordinary course of business of the company, including the execution of an instrument, document, mortgage, or conveyance in the name of the company, binds the company unless:(1)  the agent does not have actual authority to act for the company;  and(2)  the person with whom the agent is dealing has knowledge of the agent's lack of actual authority.(c)  An act committed by an agent of a limited liability company described by Subsection (a) that is not apparently for carrying out the ordinary course of business of the company binds the company only if the act is authorized in accordance with this title.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 37, eff. September 1, 2011.|
TX Bus Orgs § 101.301 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.301. Applicability of Subchapter

Sec. 101.301.  APPLICABILITY OF SUBCHAPTER.  This subchapter applies only to a limited liability company that has one or more managers.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.302 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.302. Number and Qualifications

Sec. 101.302.  NUMBER AND QUALIFICATIONS.  (a)  The managers of a limited liability company may consist of one or more persons.(b)  Except as provided by Subsection (c), the number of managers of a limited liability company consists of the number of initial managers listed in the company's certificate of formation.(c)  The number of managers of a limited liability company may be increased or decreased by amendment to, or as provided by, the company agreement.(d)  A manager of a limited liability company is not required to be a:(1)  resident of this state;  or(2)  member of the company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 8, eff. September 1, 2019.|
TX Bus Orgs § 101.303 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.303. Term

Sec. 101.303.  TERM.  A manager of a limited liability company serves:(1)  for the term, if any, for which the manager is elected and until the manager's successor is elected;  or(2)  until the earlier resignation, removal, or death of the manager.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.304 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.304. Removal

Sec. 101.304.  REMOVAL.  Subject to Section 101.306(a), a manager of a limited liability company may be removed, with or without cause, at a meeting of the company's members called for that purpose.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.305 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.305. Manager Vacancy

Sec. 101.305.  MANAGER VACANCY.  (a)  Subject to Section 101.306(b), a vacancy in the position of a manager of a limited liability company may be filled by:(1)  the affirmative vote of the majority of the remaining managers of the company, without regard to whether the remaining managers constitute a quorum; or(2)  the members at a meeting of the company's members called for that purpose.(b)  A person elected to fill a vacancy in the position of a manager serves for the unexpired term, if any, of the person's predecessor.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 10, eff. September 1, 2017.|
TX Bus Orgs § 101.306 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.306. Removal and Replacement of Manager Elected by Class or Group

Sec. 101.306.  REMOVAL AND REPLACEMENT OF MANAGER ELECTED BY CLASS OR GROUP.  (a)  If a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect one or more managers of the company, a manager may be removed from office only by the class or group that elected the manager.(b)  A vacancy in the position of a manager elected as provided by Subsection (a) may be filled only by:(1)  a majority vote of the managers serving on the date the vacancy occurs who were elected by the class or group of members;  or(2)  a majority vote of the members of the class or group.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.307 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter G. Managers|Section 101.307. Methods of Classifying Managers

Sec. 101.307.  METHODS OF CLASSIFYING MANAGERS.  Other methods of classifying managers of a limited liability company, including providing for managers who serve for staggered terms of office or terms that are not uniform, may be established in the company agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.352 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.352. General Notice Requirements

Sec. 101.352.  GENERAL NOTICE REQUIREMENTS.  (a)  Except as provided by Subsection (b), notice of a regular or special meeting of the governing authority or members of a limited liability company, or a committee of the company's governing authority, shall be given in writing to each governing person, member, or committee member, as appropriate, and as provided by Section 6.051.(b)  If the members of a limited liability company do not constitute the governing authority of the company, notice of a meeting of members required by Subsection (a) shall be given by or at the direction of the governing authority not later than the 10th day or earlier than the 60th day before the date of the meeting.  Notice of a meeting required under this subsection must state the business to be transacted at the meeting or the purpose of the meeting if:(1)  the meeting is a special meeting; or(2)  a purpose of the meeting is to consider a matter described by Section 101.356.|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. 99, eff. September 1, 2007.|
TX Bus Orgs § 101.353 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.353. Quorum

Sec. 101.353.  QUORUM.  A majority of all of the governing persons, members, or committee members of a limited liability company constitutes a quorum for the purpose of transacting business at a meeting of the governing authority, members, or committee of the company, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.354 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.354. Equal Voting Rights

Sec. 101.354.  EQUAL VOTING RIGHTS.  Each governing person, member, or committee member of a limited liability company has an equal vote at a meeting of the governing authority, members, or committee of the company, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.355 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.355. Act of Governing Authority, Members, or Committee

Sec. 101.355.  ACT OF GOVERNING AUTHORITY, MEMBERS, OR COMMITTEE.  Except as provided by this title or Title 1, the affirmative vote of the majority of the governing persons, members, or committee members of a limited liability company present at a meeting at which a quorum is present constitutes an act of the governing authority, members, or committee of the company, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.356 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.356. Votes Required to Approve Certain Actions

Sec. 101.356.  VOTES REQUIRED TO APPROVE CERTAIN ACTIONS.  (a)  Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by the company's governing authority as provided by Section 101.355.(b)  Except as provided by Subsection (c), (d), or (e) or any other section in this title, an action of a limited liability company not apparently for carrying out the ordinary course of business of the company must be approved by the affirmative vote of the majority of all of the company's governing persons.(c)  Except as provided by Subsection (d) or (e) or any other section in this title, a fundamental business transaction of a limited liability company, or an action that would make it impossible for a limited liability company to carry out the ordinary business of the company, must be approved by the affirmative vote of the majority of all of the company's members.(d)  Except as provided by Subsection (e) or any other section of this title, the company's members must approve by an affirmative vote of all the members:(1)  an amendment to the certificate of formation of a limited liability company; or(2)  a restated certificate of formation that contains an amendment to the certificate of formation of a limited liability company.(e)  A requirement that an action of a limited liability company must be approved by the company's members does not apply during the period prescribed by Section 101.101(b).(f)  Approval of a restated certificate of formation by a limited liability company's members is required only if the restated certificate contains an amendment.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 74, eff. January 1, 2006.|
TX Bus Orgs § 101.357 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.357. Manner of Voting

Sec. 101.357.  MANNER OF VOTING.  (a)  A member of a limited liability company may vote:(1)  in person;  or(2)  by a proxy executed in writing by the member.(b)  A manager or committee member of a limited liability company may vote:(1)  in person; or(2)  if authorized by the company agreement, by a proxy executed in writing by the manager or committee member, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 39, eff. September 1, 2011.|
TX Bus Orgs § 101.358 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.358. Action by Less Than Unanimous Written Consent

Sec. 101.358.  ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT.  (a)  This section applies only to an action required or authorized to be taken at an annual or special meeting of the governing authority, the members, or a committee of the governing authority of a limited liability company under this title, Title 1, or the governing documents of the company.(b)  Notwithstanding Sections 6.201 and 6.202, an action may be taken without holding a meeting, providing notice, or taking a vote if a written consent or consents stating the action to be taken is signed by the number of governing persons, members, or committee members of a limited liability company, as appropriate, necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each governing person, member, or committee member, as appropriate, entitled to vote on the action is present and votes.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.359 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter H. Meetings and Voting|Section 101.359. Effective Action by Members or Managers With or Without Meeting

Sec. 101.359.  EFFECTIVE ACTION BY MEMBERS OR MANAGERS WITH OR WITHOUT MEETING.  Members or managers of a limited liability company may take action at a meeting of the members or managers or without a meeting in any manner permitted by this title, Title 1, or the governing documents of the company.  Unless otherwise provided by the governing documents, an action is effective if it is taken:(1)  by an affirmative vote of those persons having at least the minimum number of votes that would be necessary to take the action at a meeting at which each member or manager, as appropriate, entitled to vote on the action is present and votes; or(2)  with the consent of each member of the limited liability company, which may be established by:(A)  the member's failure to object to the action in a timely manner, if the member has full knowledge of the action;(B)  consent to the action in writing signed by the member; or(C)  any other means reasonably evidencing consent.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 75, eff. January 1, 2006.|
TX Bus Orgs § 101.401 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter I. Modification of Duties; Indemnification|Section 101.401. Expansion or Restriction of Duties and Liabilities

Sec. 101.401.  EXPANSION OR RESTRICTION OF DUTIES AND LIABILITIES.  The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.402 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter I. Modification of Duties; Indemnification|Section 101.402. Permissive Indemnification, Advancement of Expenses, and Insurance or Other Arrangements

Sec. 101.402.  PERMISSIVE INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE OR OTHER ARRANGEMENTS.  (a)  A limited liability company may:(1)  indemnify a person;(2)  pay in advance or reimburse expenses incurred by a person;  and(3)  purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person.(b)  In this section, "person" includes a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 101.451 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.451. Definitions

Sec. 101.451.  DEFINITIONS.  In this subchapter:(1)  "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided by Section 101.462, in the right of a foreign limited liability company.(2)  "Managing entity" means an entity that is either:(A)  a manager of a limited liability company that is managed by managers; or(B)  a member of a limited liability company that is managed by members who are entitled to manage the company.(3)  "Member" includes a person who is a member or is an assignee of a membership interest or a person who beneficially owns a membership interest through a voting trust or a nominee on the person's behalf.|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. 13, eff. September 1, 2019.Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 29, eff. September 1, 2021.|
TX Bus Orgs § 101.452 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.452. Standing to Bring Proceeding

Sec. 101.452.  STANDING TO BRING PROCEEDING.  (a)  Subject to Subsection (b), a member may not institute or maintain a derivative proceeding unless:(1)  the member:(A)  was a member of the limited liability company at the time of the act or omission complained of; or(B)  became a member by operation of law originating from a person that was a member at the time of the act or omission complained of; and(2)  the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.(b)  If the converted entity in a conversion is a limited liability company, a member of that limited liability company may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:(1)  the member was an equity owner of the converting entity at the time of the act or omission; and(2)  the member fairly and adequately represents the interests of the limited liability company in enforcing the right 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. 14, eff. September 1, 2019.|
TX Bus Orgs § 101.453 (2021)
2021 Texas Statutes|Business Organizations Code|Title 3 - Limited Liability Companies|Chapter 101 - Limited Liability Companies|Subchapter J. Derivative Proceedings|Section 101.453. Demand

Sec. 101.453.  DEMAND.  (a)  A member may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited liability company stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the limited liability company take suitable action.(b)  The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:(1)  the member has been notified that the demand has been rejected by the limited liability company;(2)  the limited liability company is suffering irreparable injury; or(3)  irreparable injury to the limited liability company would result by waiting for the expiration of the 90-day period.|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. 15, eff. September 1, 2019.|