Terms Used In Texas Business and Commerce Code Chapter 52 - Invention Development Services

• Affiliate: means a person who controls, is controlled by, or is under common control with another person. See Texas Business Organizations Code 1.002
• Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Appraisal: A determination of property value.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Asset forfeiture: A procedure by which a person's property is seized to pay judgments levied by the court.
• Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Bequest: Property gifted by will.
• Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
• Certificate of formation: means :
  (A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
  (B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002
• Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter Texas Business Organizations Code 1.002
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
• Conversion: means :
  (A) the continuance of a domestic entity as a non-code organization of any type;
  (B) the continuance of a non-code organization as a domestic entity of any type;
  (C) the continuance of a domestic entity of one type as a domestic entity of another type;
  (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
  (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
• Converted entity: means an organization resulting from a conversion. See Texas Business Organizations Code 1.002
• Converting entity: means an organization as the organization existed before the organization's conversion. See Texas Business Organizations Code 1.002
• Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
• Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
• Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
• Docket: A log containing brief entries of court proceedings.
• Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
• Domestic entity: means an organization formed under or the internal affairs of which are governed by this code. See Texas Business Organizations Code 1.002
• Effects: includes all personal property and all interest in that property. See Texas Government Code 312.011
• Election official: means :
  (A) a county clerk;
  (B) a permanent or temporary deputy county clerk;
  (C) an elections administrator;
  (D) a permanent or temporary employee of an elections administrator;
  (E) an election judge;
  (F) an alternate election judge;
  (G) an early voting clerk;
  (H) a deputy early voting clerk;
  (I) an election clerk;
  (J) the presiding judge of an early voting ballot board;
  (K) the alternate presiding judge of an early voting ballot board;
  (L) a member of an early voting ballot board;
  (M) the chair of a signature verification committee;
  (N) the vice chair of a signature verification committee;
  (O) a member of a signature verification committee;
  (P) the presiding judge of a central counting station;
  (Q) the alternate presiding judge of a central counting station;
  (R) a central counting station manager;
  (S) a central counting station clerk;
  (T) a tabulation supervisor;
  (U) an assistant to a tabulation supervisor; and
  (V) a chair of a county political party holding a primary election or a runoff primary election. See Texas Election Code 1.005
• Enrolled bill: The final copy of a bill or joint resolution which has passed both chambers in identical form. It is printed on parchment paper, signed by appropriate officials, and submitted to the President/Governor for signature.
• Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Extradition: The formal process of delivering an accused or convicted person from authorities in one state to authorities in another state.
• Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. ^{Source: OCC}
• Fiduciary: A trustee, executor, or administrator.
• Filing instrument: means an instrument, document, consent, or statement that is required or authorized by this code to be filed by or for an entity with the filing officer in accordance with Chapter 4. See Texas Business Organizations Code 1.002
• Filing officer: means :
  (A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
  (B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• For-profit corporation: means a corporation governed as a for-profit corporation under Chapter 21. See Texas Business Organizations Code 1.002
• Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
• Foreign entity: means an organization formed under, and the internal affairs of which are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
• Fraud: Intentional deception resulting in injury to another.
• General election: means an election, other than a primary election, that regularly recurs at fixed dates. See Texas Election Code 1.005
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governing documents: means :
  (A) in the case of a domestic entity:
  (i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
  (ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
  (B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002
• Gubernatorial general election: means the general election held every four years to elect a governor for a full term. See Texas Election Code 1.005
• Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
• holder of shares: means :
  (A) the person in whose name shares issued by a for-profit corporation, professional corporation, or real estate investment trust are registered in the share transfer records maintained by or on behalf of the for-profit corporation, professional corporation, or real estate investment trust; or
  (B) the beneficial owner of shares issued by a for-profit corporation, whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf, to the extent of the rights granted by a nominee statement on file with the for-profit corporation in accordance with Sections Texas Business Organizations Code 1.002
• Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
• Individual: means a natural person. See Texas Business Organizations Code 1.002
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Inter vivos: Transfer of property from one living person to another living person.
• Interest exchange: means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter Texas Business Organizations Code 1.002
• Jurisdiction of formation: means :
  (A) in the case of a domestic filing entity, this state;
  (B) in the case of a foreign entity for which a certificate of formation or similar organizational instrument is filed in connection with its formation, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed; or
  (C) in the case of a domestic nonfiling entity or a foreign entity for which a certificate of formation or similar organizational instrument is not filed in connection with its formation:
  (i) the jurisdiction the laws of which are chosen in the entity's governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the entity's business and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
  (ii) if Subparagraph (i) does not apply, the jurisdiction in which the entity has its chief executive office. See Texas Business Organizations Code 1.002
• Juror: A person who is on the jury.
• Justice: when applied to a magistrate, means justice of the peace. See Texas Government Code 312.011
• Law: means a constitution, statute, city charter, or city ordinance. See Texas Election Code 1.005
• Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
• Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
• Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Member: means :
  (A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
  (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
  (C) in the case of a cooperative association, a member of a nonshare or share association;
  (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
  (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
• Merger: means :
  (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
  (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
  (i) one or more surviving domestic entities or non-code organizations;
  (ii) the creation of one or more new domestic entities or non-code organizations; or
  (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
• National securities exchange: means an exchange registered as a national securities exchange under Section 6, Securities Exchange Act of 1934 (15 U. See Texas Business Organizations Code 1.002
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Non-code organization: means an organization other than a domestic entity. See Texas Business Organizations Code 1.002
• Nonprofit corporation: means a corporation governed as a nonprofit corporation under Chapter 22. See Texas Business Organizations Code 1.002
• Oath: includes affirmation. See Texas Government Code 311.005
• Oath: A promise to tell the truth.
• Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
• Organization: means a corporation, limited or general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for-profit, nonprofit, domestic, or foreign. See Texas Business Organizations Code 1.002
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Party to the merger: means a domestic entity or non-code organization that under a plan of merger is divided or combined by a merger. See Texas Business Organizations Code 1.002
• Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Political subdivision: means a county, city, or school district or any other governmental entity that:
  (A) embraces a geographic area with a defined boundary;
  (B) exists for the purpose of discharging functions of government; and
  (C) possesses authority for subordinate self-government through officers selected by it. See Texas Election Code 1.005
• Population: means the population shown by the most recent federal decennial census. See Texas Government Code 311.005
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• Primary election: means an election held by a political party under Chapter 172 to select its nominees for public office, and, unless the context indicates otherwise, the term includes a presidential primary election. See Texas Election Code 1.005
• Probable cause: A reasonable ground for belief that the offender violated a specific law.
• Probate: Proving a will
• Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
• Quorum: The number of legislators that must be present to do business.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Residence address: means the street address and any apartment number, or the address at which mail is received if the residence has no address, and the city, state, and zip code that correspond to a person's residence. See Texas Election Code 1.005
• Secretary: means the:
  (A) individual designated as secretary of an entity under the entity's governing documents; or
  (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
• Service of process: The service of writs or summonses to the appropriate party.
• Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
• Signature: means any symbol executed or adopted by a person with present intention to authenticate a writing. See Texas Business Organizations Code 1.002
• Statute: A law passed by a legislature.
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subpoena: A command to a witness to appear and give testimony.
• Subsidiary: means an organization for which another organization, either directly or indirectly through or with one or more of its other subsidiaries:
  (A) owns at least 50 percent of the outstanding ownership or membership interests of the organization; or
  (B) possesses at least 50 percent of the voting power of the owners or members of the organization. See Texas Business Organizations Code 1.002
• Succeeding: means immediately following. See Texas Government Code 312.011
• Summons: Another word for subpoena used by the criminal justice system.
• Swear: includes affirm. See Texas Government Code 311.005
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Venue: The geographical location in which a case is tried.
• Verdict: The decision of a petit jury or a judge.
• Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.
• written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002