Business Organizations Code revisor's report, part 4

certificate of formation.
Revised Law
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, an amendment to the certificate of
formation of a limited liability company must be approved by the
affirmative vote of all of the company's members.
(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). (TLLCA
2.23.D, E, G, H.)
Source Law
D. Except as provided in the articles
of organization or the regulations, the
affirmative vote, approval, or consent of a
majority of all the members is required to:
(1) change the status of the
limited liability company from one in which
management is reserved to the members to one
in which management is vested in one or more
managers, or vice versa;
(2) issue any additional
membership interests in the limited liability
company subsequent to the issuance of
membership interests to the initial members
of the limited liability company;
(3) approve any merger,
consolidation, share or interest exchange, or
other transaction authorized by or subject to
the provisions of Part Ten of this Act;
(4) voluntarily cause the
dissolution of the limited liability company;