Texas Business Organizations Code 6.252 – Voting Agreements
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(a) Except as provided by this code or the governing documents, any number of owners of a domestic entity, or any number of owners of the domestic entity and the domestic entity itself, may enter into a written voting agreement that is not set forth in the domestic entity’s governing documents to provide the manner of voting of the ownership interests of the domestic entity. A voting agreement entered into under this subsection is not part of the governing documents of the domestic entity.
(b) A copy of a voting agreement entered into under Subsection (a):
(1) may be deposited with the domestic entity at the domestic entity’s principal executive office or registered office; and
(2) if deposited as provided by Subdivision (1), is subject to examination by an owner, whether in person or by the owner’s agent or attorney, in the same manner as the owner is entitled to examine the books and records of the domestic entity.
Terms Used In Texas Business Organizations Code 6.252
- 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 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 - in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Ownership interest: means an owner's interest in an entity. 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
- 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
(c) A voting agreement entered into under Subsection (a) is specifically enforceable against the owner of an ownership interest that is the subject of the agreement if the owner executes the voting agreement or acknowledges in writing that the owner or the ownership interest is bound by the agreement.
(c-1) A voting agreement entered into under Subsection (a) is specifically enforceable against any subsequent owner of the ownership interest subject to the voting agreement if the subsequent owner:
(1) has notice or actual knowledge of the voting agreement at or before the time of transfer to the subsequent owner;
(2) is not a transferee for value and receives notice or obtains actual knowledge of the voting agreement; or
(3) acknowledges in writing that the subsequent owner or the ownership interest is bound by the voting agreement.
(c-2) A subsequent owner is considered to have notice of a voting agreement for purposes of Subsection (c-1)(1) if, at the time of transfer, the existence of the voting agreement is noted conspicuously on any certificate representing the ownership interest held by the transferor owner. The notice described by this subsection is not the exclusive method by which notice of the voting agreement may be received by a subsequent owner for purposes of Subsection (c-1)(1).
(c-3) A voting agreement that becomes specifically enforceable against a subsequent owner under Subsection (c-1)(2) is specifically enforceable from the time the subsequent owner first receives notice or obtains actual knowledge of the voting agreement.
(c-4) A voting agreement that becomes specifically enforceable against a subsequent owner under Subsection (c-1)(3) is specifically enforceable from the time of the written acknowledgment by the subsequent owner.
(d) Repealed by Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 20, eff. September 1, 2019.
(e) Repealed by Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 20, eff. September 1, 2019.
(f) § 6.251 does not apply to a voting agreement entered into under Subsection (a).
(g) This section does not impair the right of the domestic entity to treat an owner of record as entitled to vote the ownership interest standing in the owner’s name or to accept that owner’s vote of the ownership interest.