Business Organizations Code revisor's report, part 4

Source Law
B. (1) Unless otherwise provided by the
articles of organization or the regulations,
any act required or permitted to be taken at
any meeting of the members, the managers, or
any committee may be taken without a meeting,
without prior notice, and without a vote if a
consent or consents in writing, setting forth
the action so taken, is signed by the
members, managers, or committee members, as
the case may be, having not fewer than the
minimum number of votes that would be
necessary to take the action at a meeting at
which all members, managers, or committee
members, as the case may be, entitled to vote
on the action were present and voted.
Revisor's Note
No substantive change is intended.
[Sections 101.359-101.400 reserved for expansion]
SUBCHAPTER I. MODIFICATION OF DUTIES; INDEMNIFICATION
Revised Law
Sec. 101.401. EXPANSION OR RESTRICTION OF DUTIES AND
LIABILITIES. The company agreement of a limited liability company
may expand or restrict any duties, including fiduciary duties,
and related liabilities that a member, manager, officer, or other
person has to the company or to a member or manager of the
company. (TLLCA 2.20.B.)
Source Law
B. To the extent that at law or in
equity, a member, manager, officer, or other
person has duties (including fiduciary
duties) and liabilities relating thereto to a
limited liability company or to another
member or manager, such duties and
liabilities may be expanded or restricted by
provisions in the regulations.
Revisor's Note
No substantive change is intended.
Revised Law
Sec. 101.402. PERMISSIVE INDEMNIFICATION, ADVANCEMENT OF
EXPENSES, AND INSURANCE OR OTHER ARRANGEMENTS. (a) A limited
liability company may:
(1) indemnify a person;
(2) pay in advance or reimburse expenses incurred by a