TEXAS BUSINESS ORGANIZATIONS CODE

TITLE 3. LIMITED LIABILITY COMPANIES

CHAPTER 101. LIMITED LIABILITY COMPANIES

SUBCHAPTER H. MEETINGS AND VOTING

Sec. 101.351. APPLICABILITY OF SUBCHAPTER.
This subchapter applies only to a meeting of and voting by:
(1) the governing authority of a limited liability company;
(2) the members of a limited liability company if the members do not constitute the governing authority of the company; and
(3) a committee of the governing authority of a limited liability company.

Sec. 101.352. GENERAL NOTICE REQUIREMENTS.
(a) Except as provided by Subsection (b), notice of a regular or special meeting of the governing authority or members of a limited liability company, or a committee of the company’s governing authority, shall be given in writing to each governing person, member, or committee member, as appropriate, and as provided by Section 6.051.
(b) If the members of a limited liability company do not constitute the governing authority of the company, notice of a meeting of members required by Subsection (a) shall be given by or at the direction of the governing authority not later than the 10th day or earlier than the 60th day before the date of the meeting. Notice of a meeting required under this subsection must state the business to be transacted at the meeting or the purpose of the meeting if:
(1) the meeting is a special meeting; or
(2) a purpose of the meeting is to consider a matter described by Section 101.356.

Sec. 101.353. QUORUM.
A majority of all of the governing persons, members, or committee members of a limited liability company constitutes a quorum for the purpose of transacting business at a meeting of the governing authority, members, or committee of the company, as appropriate.

Sec. 101.354. EQUAL VOTING RIGHTS.
Each governing person, member, or committee member of a limited liability company has an equal vote at a meeting of the governing authority, members, or committee of the company, as appropriate.

Sec. 101.355. ACT OF GOVERNING AUTHORITY, MEMBERS, OR COMMITTEE.
Except as provided by this title or Title 1, the affirmative vote of the majority of the governing persons, members, or committee members of a limited liability company present at a meeting at which a quorum is present constitutes an act of the governing authority, members, or committee of the company, as appropriate.

Sec. 101.356. VOTES REQUIRED TO APPROVE CERTAIN ACTIONS.
(a) Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by the company’s governing authority as provided by Section 101.355.
(b) Except as provided by Subsection (c), (d), or (e) or any other section in this title, an action of a limited liability company not apparently for carrying out the ordinary course of business of the company must be approved by the affirmative vote of the majority of all of the company’s governing persons.
(c) Except as provided by Subsection (d) or (e) or any other section in this title, a fundamental business transaction of a limited liability company, or an action that would make it impossible for a limited liability company to carry out the ordinary business of the company, must be approved by the affirmative vote of the majority of all of the company’s members.
(d) Except as provided by Subsection (e) or any other section of this title, the company’s members must approve by an affirmative vote of all the members:
(1) an amendment to the certificate of formation of a limited liability company; or
(2) a restated certificate of formation that contains an amendment to the certificate of formation of a limited liability company.
(e) A requirement that an action of a limited liability company must be approved by the company’s members does not apply during the period prescribed by Section 101.101(b).
(f) Approval of a restated certificate of formation by a limited liability company’s members is required only if the restated certificate contains an amendment.

Sec. 101.357. MANNER OF VOTING.
(a) A member of a limited liability company may vote:
(1) in person; or
(2) by a proxy executed in writing by the member.
(b) A manager or committee member of a limited liability company, if authorized by the company agreement, may vote:
(1) in person; or
(2) by a proxy executed in writing by the manager or committee member, as appropriate.

Sec. 101.358. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT.
(a) This section applies only to an action required or authorized to be taken at an annual or special meeting of the governing authority, the members, or a committee of the governing authority of a limited liability company under this title, Title 1, or the governing documents of the company.
(b) Notwithstanding Sections 6.201 and 6.202, an action may be taken without holding a meeting, providing notice, or taking a vote if a written consent or consents stating the action to be taken is signed by the number of governing persons, members, or committee members of a limited liability company, as appropriate, necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each governing person, member, or committee member, as appropriate, entitled to vote on the action is present and votes.

Sec. 101.359. EFFECTIVE ACTION BY MEMBERS OR MANAGERS WITH OR WITHOUT MEETING.
Members or managers of a limited liability company may take action at a meeting of the members or managers or without a meeting in any manner permitted by this title, Title 1, or the governing documents of the company. Unless otherwise provided by the governing documents, an action is effective if it is taken:
(1) by an affirmative vote of those persons having at least the minimum number of votes that would be necessary to take the action at a meeting at which each member or manager, as appropriate, entitled to vote on the action is present and votes; or
(2) with the consent of each member of the limited liability company, which may be established by:
(A) the member’s failure to object to the action in a timely manner, if the member has full knowledge of the action;
(B) consent to the action in writing signed by the member; or
(C) any other means reasonably evidencing consent.