2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter A. General Provisions › Section 8.001. Definitions

Sec. 8.001.  DEFINITIONS.  In this chapter:
(1)  "Delegate" means a person who, while serving as a governing person of an enterprise, is or was serving at the request of that enterprise as a representative of another enterprise, another organization, or an employee benefit plan.  A person is a delegate to an employee benefit plan if the performance of the person's official duties to the enterprise also imposes duties on or otherwise involves service by the person to the plan or participants in or beneficiaries of the plan.
(2)  "Enterprise" means a domestic entity or an organization subject to this chapter.  The term includes a predecessor enterprise.
(3)  "Expenses" includes:
(A)  court costs, a judgment, a penalty, a settlement, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan;  and
(B)  reasonable attorney's fees.
(4)  "Former governing person" means a person who was a governing person of an enterprise.
(5)  "Judgment" includes an arbitration award.
(6)  "Official capacity" means:
(A)  with respect to a governing person, the office of the governing person in the enterprise or the exercise of authority by or on behalf of the governing person under this code or the governing documents of the enterprise;  and
(B)  with respect to a person other than a governing person, the elective or appointive office, if any, in the enterprise held by the person or the relationship undertaken by the person on behalf of the enterprise.
(7)  "Predecessor enterprise" means a sole proprietorship or organization that is a predecessor to an enterprise in:
(A)  a merger, conversion, consolidation, or other transaction in which the liabilities of the predecessor enterprise are transferred or allocated to the enterprise by operation of law;  or
(B)  any other transaction in which the enterprise assumes the liabilities of the predecessor enterprise and the liabilities that are the subject matter of this chapter are not specifically excluded.
(8)  "Proceeding" means:
(A)  a threatened, pending, or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative;
(B)  an appeal of an action or proceeding described by Paragraph (A);  and
(C)  an inquiry or investigation that could lead to an action or proceeding described by Paragraph (A).
(9)  "Representative" means a person who is:
(A)  serving as a partner, director, officer, venturer, proprietor, trustee, employee, administrator, or agent of an enterprise or other organization or of an employee benefit plan; or
(B)  serving a similar function for an enterprise or other organization or for an employee benefit plan.
(10)  "Respondent" means a person named as a respondent or defendant in a proceeding.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 20, eff. January 1, 2006.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 4, eff. September 1, 2011.