Texas Business Organizations Code 101.356 – Votes Required to Approve Certain Actions
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(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 § 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.
Terms Used In Texas Business Organizations Code 101.356
- 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.
- 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 - Fundamental business transaction: means a merger, interest exchange, conversion, or sale of all or substantially all of an entity's assets. See Texas Business Organizations Code 1.002
- Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
(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 § 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.