Tex.
Bus. Orgs. Code Section 101.608
Governing Authority
(a)
Notwithstanding any conflicting provision of the certificate of formation of a limited liability company or the certificate of registered series, the governing authority of a protected series or registered series consists of the managers or members associated with the protected series or registered series as provided in the company agreement.(b)
If the company agreement does not provide for the governing authority of the protected series or registered series, the governing authority of the protected series or registered series consists of:(1)
the managers associated with the protected series or registered series, if the company’s certificate of formation states that the company has one or more managers; or(2)
the members associated with the protected series or registered series, if the company’s certificate of formation does not provide that the company has managers.(b)
For purposes of the application of any other provision of this chapter to a provision of this subchapter, and as the context requires:(1)
a reference to “limited liability company” or “company” means the “protected series” or “registered series”;(2)
a reference to “member” means “member associated with the protected series” or “member associated with the registered series”; and(3)
a reference to “manager” means “manager associated with the protected series” or “manager associated with the registered series.”(c)
To the extent not inconsistent with this subchapter, a protected series or registered series and the governing persons and officers associated with the protected series or registered series have the powers and rights provided by Subchapters C (Governing Authority) and D, Chapter 3 (Limited Liability Companies), and Subchapter F, Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets). For purposes of those provisions, and as the context requires:(1)
a reference to “entity,” “domestic entity,” or “filing entity” includes the “protected series” or “registered series”;(2)
a reference to “governing person” includes “governing person associated with the protected series” or “governing person associated with the registered series”;(3)
a reference to “governing authority” includes “governing authority associated with the protected series” or “governing authority associated with the registered series”; and(4)
a reference to “officer” includes “officer associated with the protected series” or “officer associated with the registered series.”
Source:
Section 101.608 — Governing Authority, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.608 (accessed Jun. 5, 2024).
