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Business Organizations Code revisor's report, part 4

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y an amendment to the regulations adopted by<br />

the members.<br />

Revisor's Note<br />

The revised law merely simplifies<br />

language in the Texas Limited Liability<br />

Company Act. No substantive change is<br />

intended.<br />

[Sections 101.308-101.350 reserved for expansion]<br />

SUBCHAPTER H. MEETINGS AND VOTING<br />

Revised Law<br />

Sec. 101.351. APPLICABILITY OF SUBCHAPTER. This subchapter<br />

applies only to a meeting of and voting by:<br />

(1) the governing authority of a limited liability<br />

company;<br />

(2) the members of a limited liability company if the<br />

members do not constitute the governing authority of the company;<br />

and<br />

(3) a committee of the governing authority of a<br />

limited liability company. (TLLCA 2.12.A (<strong>part</strong>).)<br />

Source Law<br />

2.12.A. . . . If the management of the<br />

limited liability company is reserved in<br />

whole or in <strong>part</strong> to the members, Articles<br />

. . . 2.19 . . . of this Act apply to the<br />

members who manage the limited liability<br />

company to the same extent as those articles<br />

would otherwise apply to managers of a<br />

limited liability company.<br />

Revisor's Note<br />

No substantive change is intended.<br />

While not having a direct derivation in the<br />

source law, this provision clarifies the<br />

scope of application of Subchapter H's<br />

procedural requirements applicable to<br />

meetings and voting.<br />

Revised Law<br />

Sec. 101.352. GENERAL NOTICE REQUIREMENTS. (a) Except as<br />

provided by Subsection (b), notice of a regular or special<br />

meeting of the governing authority or members of a limited<br />

liability company, or a committee of the company's governing<br />

authority, shall be given in writing to each governing person,<br />

member, or committee member, as appropriate, and as provided by<br />

Section 6.051.<br />

(b) If the members of a limited liability company do not<br />

constitute the governing authority of the company, notice

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