TEXAS BUSINESS ORGANIZATIONS CODE

TITLE 3. LIMITED LIABILITY COMPANIES

CHAPTER 101. LIMITED LIABILITY COMPANIES

SUBCHAPTER G. MANAGERS

Sec. 101.301. APPLICABILITY OF SUBCHAPTER.
This subchapter applies only to a limited liability company that has one or more managers.

Sec. 101.302. NUMBER AND QUALIFICATIONS.
(a) The managers of a limited liability company may consist of one or more persons.
(b) Except as provided by Subsection (c), the number of managers of a limited liability company consists of the number of initial managers listed in the company’s certificate of formation.
(c) The number of managers of a limited liability company may be increased or decreased by amendment to, or as provided by, the company agreement, except that a decrease in the number of managers may not shorten the term of an incumbent manager.
(d) A manager of a limited liability company is not required to be a:
(1) resident of this state; or
(2) member of the company.

Sec. 101.303. TERM.
A manager of a limited liability company serves:
(1) for the term, if any, for which the manager is elected and until the manager’s successor is elected; or
(2) until the earlier resignation, removal, or death of the manager.

Sec. 101.304. REMOVAL.
Subject to Section 101.306(a), a manager of a limited liability company may be removed, with or without cause, at a meeting of the company’s members called for that purpose.

Sec. 101.305. MANAGER VACANCY.
(a) Subject to Section 101.306(b), a vacancy in the position of a manager of a limited liability company may be filled by:
(1) the affirmative vote of the majority of the remaining managers of the company, without regard to whether the remaining managers constitute a quorum; or
(2) if the vacancy is a result of an increase in the number of managers, an election at an annual or special meeting of the company’s members called for that purpose.
(b) A person elected to fill a vacancy in the position of a manager serves for the unexpired term of the person’s predecessor.

Sec. 101.306. REMOVAL AND REPLACEMENT OF MANAGER ELECTED BY CLASS OR GROUP.
(a) If a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect one or more managers of the company, a manager may be removed from office only by the class or group that elected the manager.
(b) A vacancy in the position of a manager elected as provided by Subsection (a) may be filled only by:
(1) a majority vote of the managers serving on the date the vacancy occurs who were elected by the class or group of members; or
(2) a majority vote of the members of the class or group.

Sec. 101.307. METHODS OF CLASSIFYING MANAGERS.
Other methods of classifying managers of a limited liability company, including providing for managers who serve for staggered terms of office or terms that are not uniform, may be established in the company agreement.