Texas Business Organizations Code 3.251 – Definitions
Terms Used In Texas Business Organizations Code 3.251
- 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
- Entity: means a domestic entity or foreign entity. 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
- 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 - United States: includes a department, bureau, or other agency of the United States of America. See Texas Government Code 311.005
In this subchapter:
(1) “Emergency” means any of the following:
(A) an attack on the United States, a state, or a political subdivision of a state;
(B) a nuclear or atomic disaster;
(C) the occurrence of a catastrophic event, including:
(i) an epidemic or pandemic;
(ii) a hurricane, tropical storm, tornado, or other weather condition; or
(iii) a riot or civil disturbance;
(D) the declaration of a national emergency by the United States government;
(E) the declaration of an emergency by a state or a political subdivision of a state; or
(F) any other similar emergency situation.
(2) “Emergency action” means an action taken by majority vote of the governing persons present at a meeting of the governing authority of a domestic entity during an emergency period.
(3) “Emergency period” means any period during which the governing authority of a domestic entity, due to a condition that is a part of or results from an emergency, is unable to satisfy one or more requirements of the entity’s governing documents or this code necessary for action by vote at a meeting of the governing authority outside of an emergency period.