Texas Business Organizations Code 3.255 – Effect of Emergency Action
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Terms Used In Texas Business Organizations Code 3.255
- 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
- Entity: means a domestic entity or foreign entity. 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 - Managerial official: means an officer or a governing person. See Texas Business Organizations Code 1.002
An emergency action taken by the governing persons of a domestic entity in accordance with the entity’s governing documents or § 3.2535, if taken in good faith and based on the reasonable belief that the emergency action was in the entity’s best interest:
(1) is binding on the entity; and
(2) may not be used to impose liability on a managerial official, employee, or agent of the entity.