Texas Business Organizations Code 251.001 – Definitions
Terms Used In Texas Business Organizations Code 251.001
- 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 - cooperative association: means an association governed as a cooperative association under Chapter 251. See Texas Business Organizations Code 1.002
- 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 - 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
In this chapter:
(1) “Cooperative basis” means that net savings, after payment of any investment dividends or after provision for separate funds has been made as required or authorized by law, the certificate of formation, or bylaws, are:
(A) allocated or distributed to a member patron or to each patron in proportion to patronage; or
(B) retained by the entity for:
(i) actual or potential expansion of the entity’s services;
(ii) the reduction of charges to patrons; or
(iii) any other purpose consistent with the entity’s nonprofit character.
(2) “Invested capital” means funds invested in a cooperative association by an investor with the expectation of receiving an investment dividend.
(3) “Investment dividend” means the return on invested capital or on membership capital derived from the net savings of the cooperative association.
(4) “Membership capital” means the funds of a cooperative association derived from members of the cooperative association generally as a requirement of membership or in lieu of patronage dividends. The term does not include deposits or loans from members.
(5) “Net savings” means the total income of a cooperative association less the costs of operation.
(6) “Patronage dividend” means a share of the net savings distributed among members of the cooperative association on the basis of patronage, as provided by the certificate of formation.
(7) “Savings returns” means the amount returned by a cooperative association to patrons of a cooperative association in proportion to patronage or otherwise.