State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-7-professional-entities > Chapter-302-provisions-relating-to-professional-associations

BUSINESS ORGANIZATIONS CODE

TITLE 7. PROFESSIONAL ENTITIES

CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS

Sec. 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING

FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21

governing a for-profit corporation apply to a professional

association, unless there is a conflict with this title.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.002. DURATION OF PROFESSIONAL ASSOCIATION. A

professional association continues:

(1) for all purposes as a separate entity independent of the

association's members until:

(A) the expiration of the period of duration stated in the

certificate of formation; or

(B) the association is wound up and terminated in the manner

provided by the certificate of formation or, if the certificate

of formation does not provide a manner for winding up and

termination, by a two-thirds vote of the association's members;

and

(2) in existence notwithstanding:

(A) the death, insanity, incompetency, felony conviction,

resignation, withdrawal, transfer of ownership interest, or

expulsion of a member other than the last surviving member of the

association;

(B) the admission of a new member or the transfer of ownership

interest to a new or existing member; or

(C) the occurrence of an event that would require the winding up

of a partnership under state law or similar circumstances.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A

professional association may amend the association's certificate

of formation as provided by Chapter 3 and:

(1) by the procedure for amendment stated in the certificate of

formation; or

(2) if the certificate of formation does not provide a procedure

for amending the certificate, by a two-thirds vote of the

association's members.

(b) A professional association is not required to amend the

association's certificate of formation to reflect a change in

membership or a transfer of ownership interests in the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2005, 79th Leg., Ch.

64, Sec. 99, eff. January 1, 2006.

Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY. (a)

The members of a professional association may adopt bylaws for

the association.

(b) The authority to adopt bylaws for a professional association

granted under Subsection (a) may be delegated under the

certificate of formation to the governing authority of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.005. GOVERNING AUTHORITY. (a) A professional

association shall be governed by:

(1) a board of directors; or

(2) an executive committee.

(b) The governing authority of a professional association shall

be elected by the members of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.006. MEMBERS' VOTING RIGHTS. A member of a

professional association is entitled to cast a vote at a meeting

of the members as provided by the certificate of formation of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.007. ELECTION OF OFFICERS. The governing authority of

a professional association shall elect the officers of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY

REQUIREMENTS. (a) Only a member of the professional association

is eligible to serve as an officer or governing person of a

professional association.

(b) Except as provided by Subsection (c), a person is not

required to be a governing person of a professional association

to serve as an officer of the association.

(c) Only a governing person of a professional association is

eligible to serve as the president of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES. The officers

of a professional association may employ agents or employees for

the association as the officers consider advisable.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION.

A member of a professional association is not entitled to bind

the association within the scope of the association's business or

profession merely by virtue of being a member of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.011. DIVISION OF PROFITS. The members of a

professional association shall divide the profits derived from

the association in the manner provided by the governing documents

of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.012. ANNUAL STATEMENT REQUIRED. (a) In June of each

year, a professional association shall file with the secretary of

state a statement that:

(1) lists:

(A) the name and address of each member of the association; and

(B) the name of each officer and governing person of the

association; and

(2) states that each member of the association is licensed to

provide the same type of professional service provided by the

association.

(b) The statement required by this section must be executed by

an officer of the association on behalf of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF

TERMINATION. (a) A professional association may wind up and

terminate the association's business as provided by:

(1) the association's certificate of formation; or

(2) if the certificate of formation does not provide for the

winding up and termination of the association, a two-thirds vote

of the association's members.

(b) Except as provided by Subsection (c), a certificate of

termination filed in accordance with Chapter 11 must be executed

by an officer of the professional association on behalf of the

association.

(c) If a professional association does not have any living

officer, the certificate of termination must be executed by the

legal representative of the last surviving officer of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-7-professional-entities > Chapter-302-provisions-relating-to-professional-associations

BUSINESS ORGANIZATIONS CODE

TITLE 7. PROFESSIONAL ENTITIES

CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS

Sec. 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING

FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21

governing a for-profit corporation apply to a professional

association, unless there is a conflict with this title.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.002. DURATION OF PROFESSIONAL ASSOCIATION. A

professional association continues:

(1) for all purposes as a separate entity independent of the

association's members until:

(A) the expiration of the period of duration stated in the

certificate of formation; or

(B) the association is wound up and terminated in the manner

provided by the certificate of formation or, if the certificate

of formation does not provide a manner for winding up and

termination, by a two-thirds vote of the association's members;

and

(2) in existence notwithstanding:

(A) the death, insanity, incompetency, felony conviction,

resignation, withdrawal, transfer of ownership interest, or

expulsion of a member other than the last surviving member of the

association;

(B) the admission of a new member or the transfer of ownership

interest to a new or existing member; or

(C) the occurrence of an event that would require the winding up

of a partnership under state law or similar circumstances.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A

professional association may amend the association's certificate

of formation as provided by Chapter 3 and:

(1) by the procedure for amendment stated in the certificate of

formation; or

(2) if the certificate of formation does not provide a procedure

for amending the certificate, by a two-thirds vote of the

association's members.

(b) A professional association is not required to amend the

association's certificate of formation to reflect a change in

membership or a transfer of ownership interests in the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2005, 79th Leg., Ch.

64, Sec. 99, eff. January 1, 2006.

Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY. (a)

The members of a professional association may adopt bylaws for

the association.

(b) The authority to adopt bylaws for a professional association

granted under Subsection (a) may be delegated under the

certificate of formation to the governing authority of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.005. GOVERNING AUTHORITY. (a) A professional

association shall be governed by:

(1) a board of directors; or

(2) an executive committee.

(b) The governing authority of a professional association shall

be elected by the members of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.006. MEMBERS' VOTING RIGHTS. A member of a

professional association is entitled to cast a vote at a meeting

of the members as provided by the certificate of formation of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.007. ELECTION OF OFFICERS. The governing authority of

a professional association shall elect the officers of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY

REQUIREMENTS. (a) Only a member of the professional association

is eligible to serve as an officer or governing person of a

professional association.

(b) Except as provided by Subsection (c), a person is not

required to be a governing person of a professional association

to serve as an officer of the association.

(c) Only a governing person of a professional association is

eligible to serve as the president of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES. The officers

of a professional association may employ agents or employees for

the association as the officers consider advisable.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION.

A member of a professional association is not entitled to bind

the association within the scope of the association's business or

profession merely by virtue of being a member of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.011. DIVISION OF PROFITS. The members of a

professional association shall divide the profits derived from

the association in the manner provided by the governing documents

of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.012. ANNUAL STATEMENT REQUIRED. (a) In June of each

year, a professional association shall file with the secretary of

state a statement that:

(1) lists:

(A) the name and address of each member of the association; and

(B) the name of each officer and governing person of the

association; and

(2) states that each member of the association is licensed to

provide the same type of professional service provided by the

association.

(b) The statement required by this section must be executed by

an officer of the association on behalf of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF

TERMINATION. (a) A professional association may wind up and

terminate the association's business as provided by:

(1) the association's certificate of formation; or

(2) if the certificate of formation does not provide for the

winding up and termination of the association, a two-thirds vote

of the association's members.

(b) Except as provided by Subsection (c), a certificate of

termination filed in accordance with Chapter 11 must be executed

by an officer of the professional association on behalf of the

association.

(c) If a professional association does not have any living

officer, the certificate of termination must be executed by the

legal representative of the last surviving officer of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.


State Codes and Statutes


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State Codes and Statutes

Statutes > Texas > Business-organizations-code > Title-7-professional-entities > Chapter-302-provisions-relating-to-professional-associations

BUSINESS ORGANIZATIONS CODE

TITLE 7. PROFESSIONAL ENTITIES

CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS

Sec. 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING

FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21

governing a for-profit corporation apply to a professional

association, unless there is a conflict with this title.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.002. DURATION OF PROFESSIONAL ASSOCIATION. A

professional association continues:

(1) for all purposes as a separate entity independent of the

association's members until:

(A) the expiration of the period of duration stated in the

certificate of formation; or

(B) the association is wound up and terminated in the manner

provided by the certificate of formation or, if the certificate

of formation does not provide a manner for winding up and

termination, by a two-thirds vote of the association's members;

and

(2) in existence notwithstanding:

(A) the death, insanity, incompetency, felony conviction,

resignation, withdrawal, transfer of ownership interest, or

expulsion of a member other than the last surviving member of the

association;

(B) the admission of a new member or the transfer of ownership

interest to a new or existing member; or

(C) the occurrence of an event that would require the winding up

of a partnership under state law or similar circumstances.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A

professional association may amend the association's certificate

of formation as provided by Chapter 3 and:

(1) by the procedure for amendment stated in the certificate of

formation; or

(2) if the certificate of formation does not provide a procedure

for amending the certificate, by a two-thirds vote of the

association's members.

(b) A professional association is not required to amend the

association's certificate of formation to reflect a change in

membership or a transfer of ownership interests in the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2005, 79th Leg., Ch.

64, Sec. 99, eff. January 1, 2006.

Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY. (a)

The members of a professional association may adopt bylaws for

the association.

(b) The authority to adopt bylaws for a professional association

granted under Subsection (a) may be delegated under the

certificate of formation to the governing authority of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.005. GOVERNING AUTHORITY. (a) A professional

association shall be governed by:

(1) a board of directors; or

(2) an executive committee.

(b) The governing authority of a professional association shall

be elected by the members of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.006. MEMBERS' VOTING RIGHTS. A member of a

professional association is entitled to cast a vote at a meeting

of the members as provided by the certificate of formation of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.007. ELECTION OF OFFICERS. The governing authority of

a professional association shall elect the officers of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY

REQUIREMENTS. (a) Only a member of the professional association

is eligible to serve as an officer or governing person of a

professional association.

(b) Except as provided by Subsection (c), a person is not

required to be a governing person of a professional association

to serve as an officer of the association.

(c) Only a governing person of a professional association is

eligible to serve as the president of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES. The officers

of a professional association may employ agents or employees for

the association as the officers consider advisable.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION.

A member of a professional association is not entitled to bind

the association within the scope of the association's business or

profession merely by virtue of being a member of the professional

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.011. DIVISION OF PROFITS. The members of a

professional association shall divide the profits derived from

the association in the manner provided by the governing documents

of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.012. ANNUAL STATEMENT REQUIRED. (a) In June of each

year, a professional association shall file with the secretary of

state a statement that:

(1) lists:

(A) the name and address of each member of the association; and

(B) the name of each officer and governing person of the

association; and

(2) states that each member of the association is licensed to

provide the same type of professional service provided by the

association.

(b) The statement required by this section must be executed by

an officer of the association on behalf of the association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF

TERMINATION. (a) A professional association may wind up and

terminate the association's business as provided by:

(1) the association's certificate of formation; or

(2) if the certificate of formation does not provide for the

winding up and termination of the association, a two-thirds vote

of the association's members.

(b) Except as provided by Subsection (c), a certificate of

termination filed in accordance with Chapter 11 must be executed

by an officer of the professional association on behalf of the

association.

(c) If a professional association does not have any living

officer, the certificate of termination must be executed by the

legal representative of the last surviving officer of the

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.


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