Texas Laws - Business Organizations Code (pg. 43)
Sec. 6.252. Voting Agreements.

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Texas Laws | Business Organizations Code
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS

(b) An ownership or membership interest that is the subject of a voting trust agreement described by Subsection (a) shall be transferred to the trustee named in the agreement for purposes of the agreement. ⁽¹⁷⁵²⁾

(c) A copy of a voting trust agreement described by Subsection (a) shall be deposited with the domestic entity at the domestic entity's principal executive office or registered office and is subject to examination by: ⁽¹⁷⁵³⁾

(1) an owner, whether in person or by the owner's agent or attorney, in the same manner as the owner is entitled to examine the books and records of the domestic entity; and ⁽¹⁷⁵⁴⁾

(2) a holder of a beneficial interest in the voting trust, whether in person or by the holder's agent or attorney, at any reasonable time for any proper purpose. ⁽¹⁷⁵⁵⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽¹⁷⁵⁶⁾

Amended by: ⁽¹⁷⁵⁷⁾

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 38, eff. September 1, 2007. ⁽¹⁷⁵⁸⁾

Sec. 6.252. VOTING AGREEMENTS. ⁽¹⁷⁵⁹⁾(Text)

(a) Except as provided by this code or the governing documents, any number of owners of a domestic entity, or any number of owners of the domestic entity and the domestic entity itself, may enter into a written voting agreement to provide the manner of voting of the ownership interests of the domestic entity. A voting agreement entered into under this subsection is not part of the governing documents of the domestic entity. ⁽¹⁷⁶⁰⁾

(b) A copy of a voting agreement entered into under Subsection (a): ⁽¹⁷⁶¹⁾

(1) shall be deposited with the domestic entity at the domestic entity's principal executive office or registered office; and ⁽¹⁷⁶²⁾

(2) is subject to examination by an owner, whether in person or by the owner's agent or attorney, in the same manner as the owner is entitled to examine the books and records of the domestic entity. ⁽¹⁷⁶³⁾

(c) A voting agreement entered into under Subsection (a) is specifically enforceable against the holder of an ownership interest that is the subject of the agreement, and any successor or transferee of the holder, if: ⁽¹⁷⁶⁴⁾

(1) the voting agreement is noted conspicuously on the certificate representing the ownership interests; or ⁽¹⁷⁶⁵⁾

(2) a notation of the voting agreement is contained in a notice sent by or on behalf of the domestic entity in accordance with Section 3.205, if the ownership interest is not represented by a certificate. ⁽¹⁷⁶⁶⁾

(d) Except as provided by Subsection (e), a voting agreement entered into under Subsection (a) is specifically enforceable against any person, other than a transferee for value, after the time the person acquires actual knowledge of the existence of the agreement. ⁽¹⁷⁶⁷⁾

(e) An otherwise enforceable voting agreement entered into under Subsection (a) is not enforceable against a transferee for value without actual knowledge of the existence of the agreement at the time of the transfer, or any subsequent transferee, without regard to value, if the voting agreement is not noted as required by Subsection (c). ⁽¹⁷⁶⁸⁾

(f) Section 6.251 does not apply to a voting agreement entered into under Subsection (a). ⁽¹⁷⁶⁹⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽¹⁷⁷⁰⁾

Amended by: ⁽¹⁷⁷¹⁾

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 39, eff. September 1, 2007. ⁽¹⁷⁷²⁾

Sec. 6.301. APPLICABILITY OF CHAPTER TO PARTNERSHIPS. ⁽¹⁷⁷³⁾(Text)

This chapter does not apply to a general partnership or a limited partnership except to the extent its governing documents specify. ⁽¹⁷⁷⁴⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽¹⁷⁷⁵⁾

Sec. 6.302. APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED LIABILITY COMPANIES. ⁽¹⁷⁷⁶⁾(Text)

Subchapters C and D do not apply to a limited liability company except to the extent its governing documents specify. ⁽¹⁷⁷⁷⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽¹⁷⁷⁸⁾

CHAPTER 7. LIABILITY ⁽¹⁷⁷⁹⁾(Text)

Sec. 7.001. LIMITATION OF LIABILITY OF GOVERNING PERSON. ⁽¹⁷⁸⁰⁾(Text)

(a) Subsections (b) and (c) apply to: ⁽¹⁷⁸¹⁾

(1) a domestic entity other than a partnership or limited liability company; ⁽¹⁷⁸²⁾

(2) another organization incorporated or organized under another law of this state; and ⁽¹⁷⁸³⁾

(3) to the extent permitted by federal law, a federally chartered bank, savings and loan association, or credit union. ⁽¹⁷⁸⁴⁾

(b) The certificate of formation or similar instrument of an organization to which this section applies may provide that a governing person of the organization is not liable, or is liable only to the extent provided by the certificate of formation or similar instrument, to the organization or its owners or members for monetary damages for an act or omission by the person in the person's capacity as a governing person. ⁽¹⁷⁸⁵⁾

(c) Subsection (b) does not authorize the elimination or limitation of the liability of a governing person to the extent the person is found liable under applicable law for: ⁽¹⁷⁸⁶⁾

(1) a breach of the person's duty of loyalty, if any, to the organization or its owners or members; ⁽¹⁷⁸⁷⁾

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