Texas Business Organizations Code 3.2535 – Actions During Emergency Period
(a) Except as otherwise limited or prohibited by the domestic entity‘s governing documents or except as provided by Subsection (b), the governing authority of a domestic entity may take an emergency action during an emergency period without satisfying the requirements of the entity’s governing documents or this code that apply outside of an emergency period with respect to:
(1) procedures for calling a meeting of the governing persons;
(2) the necessity of a quorum for action by vote at a meeting of the governing persons;
(3) minimum requirements for participation at a meeting of the governing persons; and
(4) any other procedural requirements for action at a meeting of the governing persons.
(b) Subsection (a) does not apply to an action by the governing authority of a domestic entity:
(1) to amend the entity’s governing documents; or
(2) that must be approved by a separate vote of the owners or members of the entity in accordance with the requirements of the entity’s governing documents or this code that apply outside of an emergency period.
Terms Used In Texas Business Organizations Code 3.2535
- 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
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- 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 - Quorum: The number of legislators that must be present to do business.