Texas Business Organizations Code 302.002 – Duration of Professional Association
Terms Used In Texas Business Organizations Code 302.002
- Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
- 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 - Conviction: A judgement of guilt against a criminal defendant.
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- 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 - Ownership interest: means an owner's interest in an entity. See Texas Business Organizations Code 1.002
A professional association continues:
(1) for all purposes as a separate entity independent of the association’s members until:
(A) the expiration of the period of duration stated in the certificate of formation; or
(B) the association is wound up and terminated in the manner provided by the certificate of formation or, if the certificate of formation does not provide a manner for winding up and termination, by a two-thirds vote of the association’s members; and
(2) in existence notwithstanding:
(A) the death, insanity, incompetency, felony conviction, resignation, withdrawal, transfer of ownership interest, or expulsion of a member other than the last surviving member of the association;
(B) the admission of a new member or the transfer of ownership interest to a new or existing member; or
(C) the occurrence of an event that would require the winding up of a partnership under state law or similar circumstances.