(a) The governing persons and, if applicable, the owners or members of a domestic entity may adopt provisions in the domestic entity‘s governing documents regarding emergency actions, including provisions that apply only during an emergency period that authorize, limit, or prohibit:
(1) procedures for calling a meeting of the governing persons;
(2) the necessity of a quorum for action by vote at a meeting of the governing persons;
(3) minimum requirements for participation at the meeting of the governing persons; and
(4) the designation of additional or substitute governing persons.
(b) Any provisions in a domestic entity’s governing documents that apply only during an emergency period must be adopted in accordance with:
(1) the requirements of the governing documents that apply outside of an emergency period; and
(2) the applicable provisions of this code that apply outside of an emergency period.

Terms Used In Texas Business Organizations Code 3.252

  • 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 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
  • Quorum: The number of legislators that must be present to do business.
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