Business Organizations Code revisor's report, part 4

corporation at the time of the act or
omission complained of or became a
shareholder by operation of law from a person
that was a shareholder at that time; and
(2) fairly and adequately
represents the interests of the corporation
in enforcing the right of the corporation.
Revisor's Note
See the revisor's note to Section
101.451. No substantive change is intended.
Revised Law
Sec. 101.453. DEMAND. (a) A member may not institute a
derivative proceeding until the 91st day after the date a written
demand is filed with the limited liability company stating with
particularity the act, omission, or other matter that is the
subject of the claim or challenge and requesting that the limited
liability company take suitable action.
(b) The waiting period required by Subsection (a) before a
derivative proceeding may be instituted is not required if:
(1) the member has been previously notified that the
demand has been rejected by the limited liability company;
(2) the limited liability company is suffering
irreparable injury; or
(3) irreparable injury to the limited liability
company would result by waiting for the expiration of the 90-day
period. (TLLCA 8.12.A, C; TBCA 5.14.C.)
Source Law
[TLLCA 8.12]
A. Subject to Section C of this
Article, Articles 2.07, 4.14, and 5.14 and
Part Seven of the TBCA apply to a limited
liability company and its members, managers,
and officers.
. . .
C. For purposes of the application of
the articles of the TBCA and the Texas
Miscellaneous Corporation Laws Act as
provided by Sections A and B of this Article,
as context requires:
(1) a reference to a corporation
includes a limited liability company;
(2) a reference to a share
includes a membership interest;
(3) a reference to a shareholder
includes a member;
(4) a reference to a director