Terms Used In Texas Business Organizations Code Chapter 3 - Formation and Governance

• Acquittal:
  1. Judgement that a criminal defendant has not been proved guilty beyond a reasonable doubt.
  2. A verdict of "not guilty."
   
• Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
• Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
• Allegation: something that someone says happened.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Appraisal: A determination of property value.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Arrest: Taking physical custody of a person by lawful authority.
• Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
• Assumed name: means a name adopted for use by a person. See Texas Business Organizations Code 1.002
• Balanced budget: A budget in which receipts equal outlays.
• Baseline: Projection of the receipts, outlays, and other budget amounts that would ensue in the future without any change in existing policy. Baseline projections are used to gauge the extent to which proposed legislation, if enacted into law, would alter current spending and revenue levels.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
• Capital offense: A crime punishable by death.
• 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
• Certificated ownership interest: means an ownership interest of a domestic entity represented by a certificate issued in bearer or registered form. See Texas Business Organizations Code 1.002
• Charge to the jury: The judge's instructions to the jury concerning the law that applies to the facts of the case on trial.
• Charitable organization: means :
  (1) a nonprofit corporation, trust, community chest, fund, foundation, or other entity that is:
  (A) exempt from federal income tax under Section 501(a), Internal Revenue Code of 1986, by being described by Section 501(c)(3) of that code; and
  (B) organized and operated exclusively for:
  (i) religious, charitable, scientific, educational, or literary purposes;
  (ii) testing for public safety;
  (iii) preventing cruelty to children or animals; or
  (iv) promoting amateur sports competition; or
  (2) any other entity that is organized and operated exclusively for the purposes listed in Section 501(c)(3), Internal Revenue Code of 1986. See Texas Estates Code 22.003
• Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter Texas Business Organizations Code 1.002
• Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
• Conversion: means :
  (A) the continuance of a domestic entity as a non-code organization of any type;
  (B) the continuance of a non-code organization as a domestic entity of any type;
  (C) the continuance of a domestic entity of one type as a domestic entity of another type;
  (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
  (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
• Converted entity: means an organization resulting from a conversion. See Texas Business Organizations Code 1.002
• Converting entity: means an organization as the organization existed before the organization's conversion. See Texas Business Organizations Code 1.002
• cooperative association: means an association governed as a cooperative association under Chapter 251. See Texas Business Organizations Code 1.002
• Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
• County election precinct: means an election precinct established under § 42. See Texas Election Code 1.005
• Department: means the Department of Agriculture. See Texas Agriculture Code 1.003
• Dependent: A person dependent for support upon another.
• Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
• Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
• Docket: A log containing brief entries of court proceedings.
• 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
• Donor: The person who makes a gift.
• Effects: includes all personal property and all interest in that property. See Texas Government Code 312.011
• Electronic funds transfer: The transfer of money between accounts by consumer electronic systems-such as automated teller machines (ATMs) and electronic payment of bills-rather than by check or cash. (Wire transfers, checks, drafts, and paper instruments do not fall into this category.) ^{Source: OCC}
• Electronic transmission: means a form of communication, including communication by use of or participation in one or more electronic data systems, that:
  (A) does not directly involve the physical transmission of paper;
  (B) creates a record that may be retained, retrieved, and reviewed by the recipient; and
  (C) may be directly reproduced in paper form by the recipient through an automated process. See Texas Business Organizations Code 1.002
• Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. ^{Source: OCC}
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Ex officio: Literally, by virtue of one's office.
• Executor: A male person named in a will to carry out the decedent
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
• Filing officer: means :
  (A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
  (B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• For-profit corporation: means a corporation governed as a for-profit corporation under Chapter 21. See Texas Business Organizations Code 1.002
• Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. ^{Source: OCC}
• Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
• General partner: means :
  (A) each partner in a general partnership; or
  (B) a person who has become, and has not ceased to be, a general partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002
• General-law municipality: means a municipality designated by Chapter 5 as a Type A general-law municipality, Type B general-law municipality, or Type C general-law municipality. See Texas Local Government Code 1.005
• 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
• Governing person: means a person serving as part of the governing authority of an entity. See Texas Business Organizations Code 1.002
• Grace period: The number of days you'll have to pay your bill for purchases in full without triggering a finance charge. ^{Source: Federal Reserve}
• Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
• Grantor: The person who establishes a trust and places property into it.
• Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
• Home-rule municipality: means a municipality designated by Chapter 5 as a home-rule municipality. See Texas Local Government Code 1.005
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Individual: means a natural person. See Texas Business Organizations Code 1.002
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Intestate: Dying without leaving a will.
• Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
• Juror: A person who is on the jury.
• Law: means a constitution, statute, city charter, or city ordinance. See Texas Election Code 1.005
• Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
• Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
• Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
• Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
• Livestock: means cattle, horses, mules, asses, sheep, goats, llamas, alpacas, exotic livestock, including elk and elk hybrids, and hogs, unless otherwise defined. See Texas Agriculture Code 1.003
• Manager: means a person designated as a manager of a limited liability company that is not managed by members of the company. See Texas Business Organizations Code 1.002
• Managerial official: means an officer or a governing person. See Texas Business Organizations Code 1.002
• Measure: means a question or proposal submitted in an election for an expression of the voters' will. See Texas Election Code 1.005
• Member: means :
  (A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
  (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
  (C) in the case of a cooperative association, a member of a nonshare or share association;
  (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
  (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
• Merger: means :
  (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
  (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
  (i) one or more surviving domestic entities or non-code organizations;
  (ii) the creation of one or more new domestic entities or non-code organizations; or
  (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
• Mortgagee: The person to whom property is mortgaged and who has loaned the money.
• most recent federal census: means the United States decennial census immediately preceding the action in question. See Texas Government Code 312.011
• Municipality: means a general-law municipality, home-rule municipality, or special-law municipality. See Texas Local Government Code 1.005
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Nonprofit corporation: means a corporation governed as a nonprofit corporation under Chapter 22. See Texas Business Organizations Code 1.002
• Oath: A promise to tell the truth.
• Oath: includes affirmation. See Texas Government Code 311.005
• Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
• Oral argument: An opportunity for lawyers to summarize their position before the court and also to answer the judges' questions.
• Organization: means a corporation, limited or general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for-profit, nonprofit, domestic, or foreign. See Texas Business Organizations Code 1.002
• Oversight: Committee review of the activities of a Federal agency or program.
• Ownership interest: means an owner's interest in an entity. See Texas Business Organizations Code 1.002
• Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
• Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
• Personal property: All property that is not real property.
• Personal property: includes an interest in:
  (1) goods;
  (2) money;
  (3) a chose in action;
  (4) an evidence of debt; and
  (5) a real chattel. See Texas Estates Code 22.028
• personal representative: include :
  (1) an executor and independent executor;
  (2) an administrator, independent administrator, and temporary administrator; and
  (3) a successor to an executor or administrator listed in Subdivision (1) or (2). See Texas Estates Code 22.031
• Plan of conversion: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
• Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• Political subdivision: means a county, city, or school district or any other governmental entity that:
  (A) embraces a geographic area with a defined boundary;
  (B) exists for the purpose of discharging functions of government; and
  (C) possesses authority for subordinate self-government through officers selected by it. See Texas Election Code 1.005
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Primary election: means an election held by a political party under Chapter 172 to select its nominees for public office, and, unless the context indicates otherwise, the term includes a presidential primary election. See Texas Election Code 1.005
• Probate: Proving a will
• Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
• Probation officers: Screen applicants for pretrial release and monitor convicted offenders released under court supervision.
• Professional corporation: has the meaning assigned by § 301. See Texas Business Organizations Code 1.002
• Professional entity: has the meaning assigned by § 301. See Texas Business Organizations Code 1.002
• Professional limited liability company: has the meaning assigned by § 301. See Texas Business Organizations Code 1.002
• Professional service: has the meaning assigned by § 301. See Texas Business Organizations Code 1.002
• Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
• Proposition: means the wording appearing on a ballot to identify a measure. See Texas Election Code 1.005
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Quorum: The number of legislators that must be present to do business.
• Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
• Real property: includes estates and interests in land, whether corporeal or incorporeal or legal or equitable. See Texas Estates Code 22.030
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Rule: includes regulation. See Texas Government Code 311.005
• Secretary: means the:
  (A) individual designated as secretary of an entity under the entity's governing documents; or
  (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
• Signature: means any symbol executed or adopted by a person with present intention to authenticate a writing. See Texas Business Organizations Code 1.002
• Social purposes: means one or more purposes of a for-profit corporation that are specified in the corporation's certificate of formation and consist of promoting one or more positive impacts on society or the environment or of minimizing one or more adverse impacts of the corporation's activities on society or the environment. See Texas Business Organizations Code 1.002
• Special-law municipality: means a municipality designated by Chapter 5 as a special-law municipality. See Texas Local Government Code 1.005
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subpoena: A command to a witness to appear and give testimony.
• Succeeding: means immediately following. See Texas Government Code 312.011
• Swear: includes affirm. See Texas Government Code 311.005
• Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
• Testator: A male person who leaves a will at death.
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. ^{Source: OCC}
• Uncertificated ownership interest: means an ownership interest in a domestic entity that is not represented by an instrument and is transferred by:
  (A) amendment of the governing documents of the entity; or
  (B) registration on books maintained by or on behalf of the entity for the purpose of registering transfers of ownership interests. See Texas Business Organizations Code 1.002
• Uphold: The decision of an appellate court not to reverse a lower court decision.
• Venue: The geographical location in which a case is tried.
• Voting station: means the voting booth or other place where voters mark their ballots or otherwise indicate their votes at a polling place. See Texas Election Code 1.005
• written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002