H.B. No. 1239
    1-1                                AN ACT
    1-2  relating to the organization and operation of certain business
    1-3  organizations that provide for limited liability; providing
    1-4  penalties.
    1-5        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
    1-6                ARTICLE 1.  LIMITED LIABILITY COMPANIES
    1-7        SECTION 1.01.  Section A, Article 1.02, Texas Limited
    1-8  Liability Company Act (Article 1528n, Vernon's Texas Civil
    1-9  Statutes), is amended by amending Subsection (9) and adding
   1-10  Subsection (10) to read as follows:
   1-11              (9)  "Foreign Limited Liability Company" means an
   1-12  entity formed under the laws of a jurisdiction other than this
   1-13  state (a) that is characterized as a limited liability company by
   1-14  such laws or (b) although not so characterized by such laws, that
   1-15  elects to procure a certificate of authority pursuant to Article
   1-16  7.01 of this act, that is formed under laws which provide
   1-17  <provides> that some or all of the persons entitled to receive a
   1-18  distribution of the assets thereof upon the entity's dissolution or
   1-19  otherwise or to exercise voting rights with respect to an interest
   1-20  in the entity shall not be liable for the debts, obligations or
   1-21  liabilities of the entity and which is not eligible to become
   1-22  authorized to <qualify to> do business in this state under any
   1-23  other statute.
   1-24              (10)  "Merger" means (a) the division of a domestic
    2-1  limited liability company into two or more new domestic limited
    2-2  liability companies or into a surviving limited liability company
    2-3  and one or more new domestic or foreign limited liability companies
    2-4  or other entities, or (b) the combination of one or more domestic
    2-5  limited liability companies with one or more domestic or foreign
    2-6  limited liability companies or other entities resulting in (i) one
    2-7  or more surviving domestic or foreign limited liability companies
    2-8  or other entities, (ii) the creation of one or more new domestic or
    2-9  foreign limited liability companies or other entities, or (iii) one
   2-10  or more surviving domestic or foreign limited liability companies
   2-11  or other entities and the creation of one or more new domestic or
   2-12  foreign limited liability companies or other entities.
   2-13        SECTION 1.02.  Section A, Article 2.03, Texas Limited
   2-14  Liability Company Act (Article 1528n, Vernon's Texas Civil
   2-15  Statutes), is amended to read as follows:
   2-16        A.  The limited liability company name shall conform to the
   2-17  following requirements:
   2-18              (1)  It shall either contain the words <word> "Limited
   2-19  Liability Company" or "Limited Company" or the abbreviations
   2-20  <abbreviation "Ltd." or> "L.L.C.," "LLC," "LC," or "L.C." and shall
   2-21  contain such additional words as may be required by law.  The word
   2-22  "Limited" may be abbreviated as "Ltd." or "LTD" and the word
   2-23  "Company" may be abbreviated as "Co."  However, a limited liability
   2-24  company formed before September 1, 1993, that complied with this
   2-25  Section on the date of formation, but does not comply with this
   2-26  Section as revised, is not required to change its name.
   2-27              (2)  It shall not contain any word or phrase which
    3-1  indicates or implies that it is organized for any purpose other
    3-2  than one or more of the purposes contained in its articles of
    3-3  organization.
    3-4              (3)  It shall not be the same as, or deceptively
    3-5  similar to, the name of any domestic limited liability company,
    3-6  corporation or limited partnership existing under the laws of this
    3-7  state, or the name of any foreign limited liability company,
    3-8  corporation or limited partnership authorized to transact business
    3-9  in this state, or a name the exclusive right to which is, at the
   3-10  time, reserved in the manner provided in this Act or any other
   3-11  statute providing for reservation of names by a corporation or
   3-12  limited partnership, or the name of a limited liability company,
   3-13  corporation or limited partnership which has in effect a
   3-14  registration of its company name as provided in this act or any
   3-15  other applicable law provided that a name may be similar if written
   3-16  consent is obtained from the existing limited liability company,
   3-17  corporation or limited partnership having the name deemed to be
   3-18  similar or the person for whom the name deemed to be similar is
   3-19  reserved in the office of the Secretary of State.
   3-20        SECTION 1.03.  Section A, Article 2.08, Texas Limited
   3-21  Liability Company Act (Article 1528n, Vernon's Texas Civil
   3-22  Statutes), is amended to read as follows:
   3-23        A.  The managers, if any, and the registered agent shall be
   3-24  agents of a limited liability company or foreign limited liability
   3-25  company upon whom any process, notice, or demand required or
   3-26  permitted by law to be served upon the limited liability company or
   3-27  foreign limited liability company may be served.
    4-1        SECTION 1.04.  Article 2.09, Texas Limited Liability Company
    4-2  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
    4-3  read as follows:
    4-4        Art. 2.09.  Regulations of limited liability company.
    4-5  A.  The power to adopt, alter, amend, or repeal the regulations of
    4-6  a limited liability company shall be vested in the members of the
    4-7  company unless vested in whole or part in the manager or managers
    4-8  of the company by the articles of organization or regulations.
    4-9  Regulations adopted by the members or by the managers may be
   4-10  repealed or altered; new regulations may be adopted by the members;
   4-11  and regulations may provide that they may not, in whole or
   4-12  specified part, be altered, amended, or repealed by the managers.
   4-13  The regulations may contain any provisions for the regulation and
   4-14  management of the affairs of the limited liability company not
   4-15  inconsistent with law or the articles of organization.  Unless
   4-16  otherwise provided in the articles of organization, the <The>
   4-17  initial regulations of the limited liability company shall be
   4-18  adopted by the manager or managers named in the articles of
   4-19  organization, if any, or by the member or members named in the
   4-20  articles of organization, if any.  Any provision of this Act
   4-21  subject to variation or modification by the regulations of a
   4-22  limited liability company is also subject to variation or
   4-23  modification by the articles of organization of the limited
   4-24  liability company.
   4-25        SECTION 1.05.  Article 2.11, Texas Limited Liability Company
   4-26  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   4-27  read as follows:
    5-1        Art. 2.11.  Limited liability company property.  A.  Real or
    5-2  personal property owned or purchased by a limited liability company
    5-3  may <shall> be held and owned, and conveyance may <shall> be made,
    5-4  in the name of the limited liability company.  Instruments and
    5-5  documents providing for the acquisition, mortgage, or disposition
    5-6  of the property of the limited liability company shall be valid and
    5-7  binding upon the company, if they are executed by one or more
    5-8  persons as provided in Article 2.21 of this Act <the preceding
    5-9  Article>.
   5-10        SECTION 1.06.  Article 2.12, Texas Limited Liability Company
   5-11  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   5-12  read as follows:
   5-13        Art. 2.12.  Managers.  A.  Except and to the extent the
   5-14  articles of organization or the regulations shall reserve
   5-15  management of the limited liability company <the same> to the
   5-16  members in whole or in part, and subject to provisions in the
   5-17  articles of organization, the regulations, or this Act restricting
   5-18  or enlarging the powers, rights, and duties of any manager or group
   5-19  or class of managers, the powers of a limited liability company
   5-20  shall be exercised by or under the authority of, and the business
   5-21  and affairs of a limited liability company shall be managed under
   5-22  the direction of, the manager or managers of the limited liability
   5-23  company.  If management of the limited liability company is fully
   5-24  reserved to the members, the limited liability company need not
   5-25  have managers.  Managers need not be residents of this State or
   5-26  members of the limited liability company unless the regulations so
   5-27  require.  The regulations may prescribe other qualifications for
    6-1  managers.  If the management of the limited liability company is
    6-2  reserved in whole or in part to the members, Articles 2.17, 2.18,
    6-3  2.19, and 2.20 of this Act apply to the members who manage the
    6-4  limited liability company to the same extent as those articles
    6-5  would otherwise apply to managers of a limited liability company.
    6-6        SECTION 1.07.  Article 2.13, Texas Limited Liability Company
    6-7  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
    6-8  read as follows:
    6-9        Art. 2.13.  Number and election of managers.  A.  The
   6-10  managers of a limited liability company, if any, shall consist of
   6-11  one or more persons.  The number of managers shall be fixed by, or
   6-12  in the manner provided in, the regulations, except as to the number
   6-13  constituting the initial managers, which number shall be fixed by
   6-14  the articles of organization.  The number of managers may be
   6-15  increased or decreased from time to time by amendment to, or in the
   6-16  manner provided in, the regulations, but no decrease shall have the
   6-17  effect of shortening the term of any incumbent manager.  In the
   6-18  absence of a regulation fixing the number of managers or providing
   6-19  for the manner in which the number of managers shall be fixed, the
   6-20  number of managers shall be the same as the number constituting the
   6-21  initial managers.  The names and addresses of the initial managers,
   6-22  if any, shall be stated in the articles of organization.  Unless
   6-23  otherwise provided in the regulations or in any resolution of the
   6-24  managers or members appointing that manager in accordance with
   6-25  <removed in accordance with the provisions of> the regulations or
   6-26  articles of organization, each manager <such persons> shall hold
   6-27  office for the term for which elected, if any term is specified,
    7-1  and until that manager's successor has been elected, or until that
    7-2  manager's earlier death, resignation, or removal.  The regulations
    7-3  may provide for the time or times at which the members entitled to
    7-4  vote in the election of managers shall elect managers and the term
    7-5  for which the managers shall hold office <until the first annual
    7-6  meeting of members, and until their successors shall have been
    7-7  elected and qualified.  At the first annual meeting of members and
    7-8  at each annual meeting thereafter, the holders of membership
    7-9  interests entitled to vote in the election of managers shall elect
   7-10  managers to hold office until the next succeeding annual meeting,
   7-11  except in case of the classification of managers as permitted by
   7-12  this Act>. The regulations may provide that <the holders of> any
   7-13  class or group of members <series of membership interests> shall be
   7-14  entitled to elect one or more managers, who shall hold office for
   7-15  such terms as shall be stated in the regulations.  <Unless removed
   7-16  in accordance with provisions of the regulations, each manager
   7-17  shall hold office for the term for which elected and until a
   7-18  successor shall have been duly elected and qualified.>  The
   7-19  regulations may provide that at any meeting of members called
   7-20  expressly for that purpose any managers may be removed, with or
   7-21  without cause, as provided therein; however, if<.  Whenever the
   7-22  holders of> any class or group <series> of members is <shares are>
   7-23  entitled to elect one or more managers by the provisions of the
   7-24  regulations, only the members <holders of membership interests> of
   7-25  that class or group <series> shall be entitled to vote for or
   7-26  against the removal of any managers elected by the members
   7-27  <holders> of that class or group <series>.
    8-1        SECTION 1.08.  Article 2.14, Texas Limited Liability Company
    8-2  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
    8-3  read as follows:
    8-4        Art. 2.14.  Classification of managers.  A.  The regulations
    8-5  may provide that the managers shall be divided into more than one
    8-6  class <either two or three classes>, each class to be the number
    8-7  specified in the regulations <as nearly equal in number as
    8-8  possible>, the terms <of office> of managers of each <the first>
    8-9  class to expire in the order provided in the regulations and at the
   8-10  meetings of the members at which the regulations provide that
   8-11  managers are to be elected <at the first annual meeting of members
   8-12  after their election, that of the second class to expire at the
   8-13  second annual meeting after their election, and that of the third
   8-14  class, if any, to expire at the third annual meeting after their
   8-15  election>.  If the regulations provide for the classification of
   8-16  managers, (1) the whole number of managers of the limited liability
   8-17  company need not be elected annually or at any regularly scheduled
   8-18  meeting of the members, and (2) <at each annual meeting> after such
   8-19  classification, at each meeting at which the regulations provide
   8-20  that managers are to be elected, the number of managers equal to
   8-21  the number of the class whose term expires at the time of such
   8-22  meeting shall be elected to hold office until the next succeeding
   8-23  meeting at which the regulations provide that the successors to the
   8-24  managers are to be elected.  A classification of managers adopted
   8-25  after the last meeting of members at which managers were elected
   8-26  may not be effective before the next meeting of members at which
   8-27  managers are elected unless the classification is effected by an
    9-1  amendment to the regulations adopted by the members <the second
    9-2  succeeding annual meeting, if there be two classes, or until the
    9-3  third succeeding annual meeting, if there be three classes>.
    9-4        SECTION 1.09.  Section A, Article 2.18, Texas Limited
    9-5  Liability Company Act (Article 1528n, Vernon's Texas Civil
    9-6  Statutes), is amended to read as follows:
    9-7        A.  If the regulations so provide, the managers, by
    9-8  resolution, may designate from among the managers one or more
    9-9  committees, each of which shall be comprised of one or more of the
   9-10  managers, and may designate one or more of the managers as
   9-11  alternate members of any committee, who may, subject to any
   9-12  limitations imposed by the managers, replace absent or disqualified
   9-13  managers at any meeting of that committee.  Any such committee, to
   9-14  the extent provided in such resolution or in the regulations, shall
   9-15  have and may exercise all of the authority of the managers, subject
   9-16  to the limitations set forth in Sections B and C of this Article.
   9-17  Unless the resolution designating a particular committee, the
   9-18  articles of organization, or the regulations expressly so provides,
   9-19  a committee of the managers does not have the authority to
   9-20  authorize or make a  distribution of limited liability company cash
   9-21  or property to the members or to authorize the issuance of
   9-22  interests in the limited liability company.
   9-23        SECTION 1.10.  Article 2.21, Texas Limited Liability Company
   9-24  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   9-25  read as follows:
   9-26        Art. 2.21.  DESIGNATION OF OFFICERS; AUTHORITY AND APPARENT
   9-27  AUTHORITY OF OFFICERS, AGENTS, MANAGERS, AND MEMBERS <POWERS OF
   10-1  MANAGERS AND OFFICERS>.  A.  One or more persons, who may or may
   10-2  not be managers or members, may be designated as officers of the
   10-3  limited liability company by the manager or managers, if management
   10-4  is vested in one or more managers, or by the member or members, if
   10-5  management of the limited liability company is reserved to the
   10-6  members <The managers may designate one or more persons as officers
   10-7  of the limited liability company who are not managers.  Every
   10-8  manager and officer is an agent of the limited liability company
   10-9  for the purpose of its business and the act of a manager or
  10-10  officer, including the execution in the name of the limited
  10-11  liability company of any instrument for apparently carrying on in
  10-12  the usual way the business of the limited liability company, binds
  10-13  the limited liability company unless the manager or officer so
  10-14  acting otherwise lacks the authority to act for the limited
  10-15  liability company and the person with whom the manager or officer
  10-16  is dealing has knowledge of the fact that the manager or officer
  10-17  has no such authority>.
  10-18        B.  All officers, agents, managers, and members of the
  10-19  limited liability company, as among themselves and the limited
  10-20  liability company, have authority and perform duties in the
  10-21  management of the limited liability company as may be provided in
  10-22  the regulations or as may be determined by resolution of the
  10-23  manager or managers, if management is vested in one or more
  10-24  managers, or of the member or members, if management is reserved to
  10-25  the members, in each case not inconsistent with the regulations or
  10-26  the articles of organization.
  10-27        C.  Except as otherwise provided in this Article, the
   11-1  following are agents of a limited liability company for the purpose
   11-2  of its business:
   11-3              (1)  any one or more officers or other agents of a
   11-4  limited liability company who are vested with actual or apparent
   11-5  authority;
   11-6              (2)  each manager, to the extent that management of the
   11-7  limited liability company is vested in that manager; and
   11-8              (3)  each member, to the extent that management of the
   11-9  limited liability company has been reserved to that member.
  11-10        D.  An act, including the execution in the name of the
  11-11  limited liability company of any instrument, for the purpose of
  11-12  apparently carrying on in the usual way the business of the limited
  11-13  liability company by any of the persons described in Section C of
  11-14  this Article binds the limited liability company unless:
  11-15              (1)  the officer, agent, manager, or member so acting
  11-16  otherwise lacks the authority to act for the limited liability
  11-17  company; and
  11-18              (2)  the person with whom the officer, agent, manager,
  11-19  or member is dealing has knowledge of the fact that the officer,
  11-20  agent, manager, or member does not have that authority.
  11-21        SECTION 1.11.  Part Two, Texas Limited Liability Company Act
  11-22  (Article 1528n, Vernon's Texas Civil Statutes), is amended by
  11-23  adding Article 2.23 to read as follows:
  11-24        Art. 2.23.  VOTING, QUORUM, AND ACTION.  A.  Except as
  11-25  otherwise provided in this Article, in the articles of
  11-26  organization, or in the regulations, a majority of the members,
  11-27  managers, or members of any committee constitutes a quorum for the
   12-1  transaction of business at any meeting of the members, the
   12-2  managers, or the committee.  An act of a majority of the members
   12-3  entitled to vote, the managers, or the members of a committee, who
   12-4  are present at a meeting of the members, the managers, or the
   12-5  committee at which a quorum is present is the act of the members,
   12-6  the managers, or the committee.
   12-7        B.  (1)  Unless otherwise provided by the articles of
   12-8  organization or the regulations, any act required or permitted to
   12-9  be taken at any meeting of the members, the managers, or any
  12-10  committee may be taken without a meeting, without prior notice, and
  12-11  without a vote if a consent or consents in writing, setting forth
  12-12  the action so taken, is signed by the members, managers, or
  12-13  committee members, as the case may be, having not fewer than the
  12-14  minimum number of votes that would be necessary to take the action
  12-15  at a meeting at which all members, managers, or committee members,
  12-16  as the case may be, entitled to vote on the action were present and
  12-17  voted.
  12-18              (2)  Unless otherwise provided in the regulations, a
  12-19  telegram, telex, cablegram, or similar transmission by a person, or
  12-20  a photographic, photostatic, facsimile, or similar reproduction of
  12-21  a writing signed by a person, shall be regarded as signed by that
  12-22  person for the purposes of this Article.
  12-23        C.  Subject to the provisions required or permitted by this
  12-24  Act, unless otherwise provided in the articles of organization or
  12-25  the regulations, members, managers, or members of any committee may
  12-26  participate in and hold a meeting of the members, managers, or
  12-27  committee by means of conference telephone or similar
   13-1  communications equipment by means of which all persons
   13-2  participating in the meeting may hear each other.  Participation in
   13-3  a meeting pursuant to this Section constitutes presence in person
   13-4  at the meeting except where a person participates in the meeting
   13-5  for the express purpose of objecting to the transaction of any
   13-6  business on the ground that the meeting is not lawfully called or
   13-7  convened.
   13-8        D.  Except as provided in the articles of organization or the
   13-9  regulations, the affirmative vote, approval, or consent of a
  13-10  majority of all the members is required to:
  13-11              (1)  amend the articles of organization or regulations;
  13-12              (2)  change the status of the limited liability company
  13-13  from one in which management is reserved to the members to one in
  13-14  which management is vested in one or more managers, or vice versa;
  13-15              (3)  issue any additional membership interests in the
  13-16  limited liability company subsequent to the issuance of membership
  13-17  interests to the initial members of the limited liability company;
  13-18              (4)  approve any merger, consolidation, share or
  13-19  interest exchange, or other transaction authorized by or subject to
  13-20  the provisions of Part Ten of this Act;
  13-21              (5)  voluntarily cause the dissolution of the limited
  13-22  liability company;
  13-23              (6)  authorize any transaction, agreement, or action on
  13-24  behalf of the limited liability company that is unrelated to its
  13-25  purpose as set forth in the regulations or articles of organization
  13-26  or that otherwise contravenes the regulations; or
  13-27              (7)  authorize any act that would make it impossible to
   14-1  carry on the ordinary business of the limited liability company.
   14-2        E.  Except as provided in the regulations, the affirmative
   14-3  vote, approval, or consent of a majority of all of the managers, if
   14-4  management of the limited liability company is vested in one or
   14-5  more managers, or of the members, if management of the limited
   14-6  liability company is reserved to the members, is required to take
   14-7  any action, other than an action listed in Section D of this
   14-8  Article, that is not apparently for the carrying on of the business
   14-9  of the limited liability company in the usual way.
  14-10        F.  Except as otherwise provided in the articles of
  14-11  organization or the regulations, for purposes of this Act, a
  14-12  "majority" of the members, managers, or any committee of the
  14-13  managers means more than one-half, by number, of all the members,
  14-14  managers, or members of the committee, as the case may be.
  14-15        SECTION 1.12.  Section A, Article 3.02, Texas Limited
  14-16  Liability Company Act (Article 1528n, Vernon's Texas Civil
  14-17  Statutes), is amended to read as follows:
  14-18        A.  The initial Articles of Organization shall set forth:
  14-19              (1)  The name of the limited liability company;
  14-20              (2)  The period of duration, which may be perpetual
  14-21  <not exceed 30 years from the date of filing with the Secretary of
  14-22  State>;
  14-23              (3)  The purpose for which the limited liability
  14-24  company is organized which may be stated to be, or to include, the
  14-25  transaction of any or all lawful business for which limited
  14-26  liability companies may be organized under this Act;
  14-27              (4)  The address of its initial registered office
   15-1  <principal place of business in the state> and the name <and
   15-2  address> of its initial registered agent at that address <in the
   15-3  state>;
   15-4              (5)  If the limited liability company is to have <be
   15-5  managed by> a manager or managers, a statement to that effect <that
   15-6  the company is to be managed by a manager or managers> and the
   15-7  names and addresses of the initial manager or <such> managers <who
   15-8  are to serve as managers until the first annual meeting of members
   15-9  or until their successors are duly elected>.  If the <management of
  15-10  a> limited liability company will not have managers, a statement to
  15-11  that effect and <is reserved to the members,> the name and
  15-12  addresses of the initial members;<.>
  15-13              (6)  The name and address of each organizer;
  15-14              (7)  Any provision required by Part Eleven of this Act,
  15-15  if the limited liability company is a professional limited
  15-16  liability company; and
  15-17              (8)  Any other provisions, not inconsistent with law,
  15-18  which the members elect to set out in the articles of organization
  15-19  for the regulation of the internal affairs of the limited liability
  15-20  company, including any provisions which under this Act are
  15-21  <required or> permitted to be set out in the regulations of the
  15-22  limited liability company.
  15-23        SECTION 1.13.  Section B, Article 3.06, Texas Limited
  15-24  Liability Company Act (Article 1528n, Vernon's Texas Civil
  15-25  Statutes), is amended to read as follows:
  15-26        B.  The articles of amendment shall set forth:
  15-27              (1)  The name of the limited liability company.
   16-1              (2)  If the amendment alters any provision of the
   16-2  original or amended articles of organization an identification by
   16-3  reference or description of the altered provision and a statement
   16-4  of its text as it is amended to read.  If the amendment is an
   16-5  addition to the original or amended articles of organization a
   16-6  statement of that fact and the text of each provision added.
   16-7              (3)  A statement that the amendment was approved in
   16-8  accordance with Section D of Article 2.23 of this Act or as
   16-9  otherwise provided in the articles of organization or regulations
  16-10  and the date of the approval.
  16-11        SECTION 1.14.  Part Three, Texas Limited Liability Company
  16-12  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended by
  16-13  adding Article 3.09 to read as follows:
  16-14        Art. 3.09.  RESTATED ARTICLES OF ORGANIZATION.  A.  By
  16-15  following the procedure to amend the articles of organization
  16-16  provided by this Act, a limited liability company may authorize,
  16-17  execute, and file restated articles of organization that restate
  16-18  the entire text of the articles of organization, as amended or
  16-19  supplemented by:
  16-20              (1)  all certificates of amendment previously issued by
  16-21  the Secretary of State; or
  16-22              (2)  all certificates of amendment previously issued by
  16-23  the Secretary of State and by further amendments included in the
  16-24  restated articles of organization.
  16-25        Unless otherwise provided by the articles of organization or
  16-26  the regulations, member approval is not required if further
  16-27  amendment is not made by the restated articles of organization.
   17-1        B.  Restated articles of organization that restate the entire
   17-2  articles of organization as amended and supplemented by all
   17-3  certificates of amendment previously issued by the Secretary of
   17-4  State, without making a further amendment, must contain an
   17-5  introductory paragraph stating that the instrument accurately
   17-6  copies the articles of organization and all amendments to the
   17-7  articles of organization that are in effect to date and that the
   17-8  instrument does not contain any other change in a provision of the
   17-9  articles of organization or a previous amendment, other than:
  17-10              (1)  the insertion of the current number of managers,
  17-11  if any, and the names and addresses of the persons then serving as
  17-12  managers, if any, in lieu of similar information concerning the
  17-13  initial managers; and
  17-14              (2)  the omission of the name and address of each
  17-15  organizer.
  17-16        C.  An instrument containing restated articles of
  17-17  organization that restate the entire articles of organization as
  17-18  amended and supplemented by all certificates of amendment
  17-19  previously issued by the Secretary of State and as further amended
  17-20  by the restated articles of organization must:
  17-21              (1)  state that   each amendment made by the restated
  17-22  articles of organization has been effected in conformity with this
  17-23  Act;
  17-24              (2)  include the statements required by this Act to be
  17-25  contained in articles of amendment; and
  17-26              (3)  state that the instrument accurately copies the
  17-27  articles of organization and all amendments that are in effect to
   18-1  date and as further amended by the restated articles of
   18-2  organization and that the instrument does not contain any other
   18-3  change in a provision of the articles of organization or the
   18-4  previous amendments, other than:
   18-5                    (a)  the insertion of the current number of
   18-6  managers, if any, and the names and addresses of the persons then
   18-7  serving as managers, if any, in lieu of similar information
   18-8  concerning the initial managers; and
   18-9                    (b)  the omission of the name and address of each
  18-10  organizer.
  18-11        D.  Restated articles of organization must be executed on
  18-12  behalf of the limited liability company by an authorized manager or
  18-13  member unless capital has not been paid into the limited liability
  18-14  company and the restated articles of organization have been adopted
  18-15  by the organizer, in which case the restated articles of
  18-16  organization may be executed on behalf of the limited liability
  18-17  company by the organizer.  The original and a copy of the restated
  18-18  articles of organization shall be delivered to the Secretary of
  18-19  State.  If the Secretary of State finds that the restated articles
  18-20  of organization conform to law, and the appropriate filing fee is
  18-21  paid as required by law, the Secretary of State shall:
  18-22              (1)  endorse on the original and the copy the word
  18-23  "Filed" and the month, day, and year of filing;
  18-24              (2)  file the original in the Secretary of State's
  18-25  office; and
  18-26              (3)  issue a restated certificate of organization and
  18-27  affix the copy to the restated certificate of organization.
   19-1        E.  The restated certificate of organization, together with
   19-2  the copy of the restated articles of organization affixed to the
   19-3  restated certificate of organization by the Secretary of State,
   19-4  shall be delivered to the limited liability company or its
   19-5  representative.
   19-6        F.  On issuance of a restated certificate of organization by
   19-7  the Secretary of State, the original articles of organization and
   19-8  all amendments to the original articles are superseded, and the
   19-9  restated articles of organization are the articles of organization
  19-10  of the limited liability company.
  19-11        SECTION 1.15.  Section A, Article 4.01, Texas Limited
  19-12  Liability Company Act (Article 1528n, Vernon's Texas Civil
  19-13  Statutes), is amended to read as follows:
  19-14        A.  A limited liability company may have one or more members.
  19-15  In connection with the formation of a limited liability company, a
  19-16  person acquiring an interest as a member becomes a member on the
  19-17  latter of:
  19-18              (1)  the date of formation of the limited liability
  19-19  company; or
  19-20              (2)  the date stated in the records of the limited
  19-21  liability company as the date that the person becomes a member or,
  19-22  if no date is stated in those records, on the date that the
  19-23  person's admission is first reflected in the records of the limited
  19-24  liability company.
  19-25        SECTION 1.16.  Article 4.05, Texas Limited Liability Company
  19-26  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended by
  19-27  amending Section A and adding Section C to read as follows:
   20-1        A.  Unless otherwise provided by the regulations:
   20-2              (1)  a membership interest is assignable in whole or in
   20-3  part;
   20-4              (2)  an assignment of a membership interest does not of
   20-5  itself dissolve the limited liability company or entitle the
   20-6  assignee to participate in the management and affairs of the
   20-7  limited liability company or to become<,> or <to> exercise any
   20-8  rights <or powers> of<,> a member;
   20-9              (3)  an assignment entitles the assignee to be
  20-10  allocated income, gain, loss, deduction, credit, or similar items,
  20-11  and to receive distributions, to which the assignor was entitled,
  20-12  to the extent those items are assigned, and, for any proper
  20-13  purpose, to require reasonable information or account of
  20-14  transactions of the limited liability company and to make
  20-15  reasonable inspection of the books and records of the limited
  20-16  liability company; and
  20-17              (4)  until the assignee becomes a member, the assignor
  20-18  member continues to be a member and to have the power to exercise
  20-19  any rights or powers of a member, except to the extent those rights
  20-20  or powers are assigned.
  20-21        C.  Until an assignee of the interest of a member in a
  20-22  limited liability company is admitted as a member, the assignee
  20-23  does not have liability as a member solely as a result of the
  20-24  assignment.
  20-25        SECTION 1.17.  Section B, Article 5.02, Texas Limited
  20-26  Liability Company Act (Article 1528n, Vernon's Texas Civil
  20-27  Statutes), is amended to read as follows:
   21-1        B.  Except as otherwise provided by the articles of
   21-2  organization or regulations, a member or the member's legal
   21-3  representative or successor is obligated to the limited liability
   21-4  company to perform an enforceable promise to make a contribution to
   21-5  or otherwise pay cash or transfer property to a limited liability
   21-6  company, notwithstanding the member's death, disability, or other
   21-7  change in circumstances.  If a member or a member's legal
   21-8  representative or successor does not make a contribution or other
   21-9  payment of cash or transfer of property required by the enforceable
  21-10  promise, whether as a contribution or with respect to a
  21-11  contribution previously made, that member or the member's legal
  21-12  representative or successor is obligated, at the option of the
  21-13  limited liability company, to pay to the limited liability company
  21-14  an amount of cash equal to that portion of the agreed value, as
  21-15  stated in the regulations or in the limited liability company
  21-16  records required to be kept under Article 2.22 of this Act <act>,
  21-17  of the contribution represented by the amount of cash that has not
  21-18  been paid or the value of the property that has not been
  21-19  transferred.
  21-20        SECTION 1.18.  Part Five, Texas Limited Liability Company Act
  21-21  (Article 1528n, Vernon's Texas Civil Statutes), is amended by
  21-22  adding Article 5.02-1 to read as follows:
  21-23        Art. 5.02-1.  ALLOCATION OF PROFITS AND LOSSES.  A.  The
  21-24  profits and losses of a limited liability company shall be
  21-25  allocated among the members and among classes of members in the
  21-26  manner provided in the regulations.  If the regulations do not
  21-27  otherwise provide, the profits and losses shall be allocated in
   22-1  accordance with the then current percentage or other interest in
   22-2  the limited liability company of the members stated in limited
   22-3  liability company records of the kind described in Section A of
   22-4  Article 2.22 of this Act.
   22-5        SECTION 1.19.  Article 5.05, Texas Limited Liability Company
   22-6  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   22-7  read as follows:
   22-8        Art. 5.05.  WITHDRAWAL OR EXPULSION <RESIGNATION> OF MEMBER.
   22-9  A.  A member may withdraw or be expelled from a limited liability
  22-10  company at the time or on the occurrence of events specified in the
  22-11  regulations.
  22-12        SECTION 1.20.  Article 6.01, Texas Limited Liability Company
  22-13  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
  22-14  read as follows:
  22-15        Art. 6.01.  DISSOLUTION.  A.  Except as provided by Section B
  22-16  of this Article, a <A> limited liability company shall be dissolved
  22-17  on the first of the following to occur:
  22-18              (1)  <When> the period fixed for the duration of the
  22-19  limited liability company expires;<.>
  22-20              (2)  <On> the occurrence of events specified in the
  22-21  articles of organization or regulations to cause dissolution;<.>
  22-22              (3)  the action of the members to dissolve the limited
  22-23  liability company; <Written consent of all members to dissolution.>
  22-24              (4)  if no capital has been paid into the limited
  22-25  liability company, the act of the organizer or the managers of the
  22-26  limited company to dissolve the limited liability company;
  22-27              (5)  except <Except> as otherwise provided in the
   23-1  regulations, upon the death, <retirement, resignation,> expulsion,
   23-2  withdrawal pursuant to or as provided in the articles of
   23-3  organization or regulations, bankruptcy, or dissolution of a member
   23-4  or the occurrence of any other event which terminates the continued
   23-5  membership of a member in the limited liability company<, unless
   23-6  there is at least one remaining member and the business of the
   23-7  limited liability company is continued by the consent of the number
   23-8  of members or class thereof stated in the articles of organization
   23-9  or regulations of the limited liability company or if not so
  23-10  stated, by all remaining members.>; or
  23-11              (6)  entry <(5)  Entry> of a decree of judicial
  23-12  dissolution under Section 6.02 of this Act.
  23-13        B.  A limited liability company is not dissolved if an event
  23-14  of dissolution described by Subsection (1), (2), or (5) of Section
  23-15  A of this Article occurs, there is at least one remaining member,
  23-16  and the business of the limited liability company is continued by
  23-17  the vote of the members or class as stated in the articles of
  23-18  organization or regulations of the limited liability company, or if
  23-19  not so stated, by all remaining members.  Unless otherwise provided
  23-20  in the articles of organization or in the regulations, an election
  23-21  to continue the business of the limited liability company must be
  23-22  made within 90 days after the date of the occurrence of the event
  23-23  of dissolution.  If an election to continue the business of the
  23-24  limited liability company is made following the termination of the
  23-25  period fixed for the duration of the limited liability company or
  23-26  the occurrence of events specified in the articles of organization
  23-27  to cause dissolution, the election is not effective unless an
   24-1  appropriate amendment is made by the limited liability company to
   24-2  its articles of organization during the three-year period following
   24-3  the date of the event of dissolution, extending the period fixed
   24-4  for the duration of the limited liability company or deleting the
   24-5  event specified in the articles of organization that caused the
   24-6  dissolution, as applicable.
   24-7        SECTION 1.21.  Article 6.03, Texas Limited Liability Company
   24-8  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   24-9  read as follows:
  24-10        Art. 6.03.  WINDING UP.  A.  On the dissolution of a limited
  24-11  liability company, the limited liability company's affairs shall be
  24-12  wound up as soon as reasonably practicable.  The winding up shall
  24-13  be accomplished by the managers or members or by any other person
  24-14  or persons designated by the articles of organization, by the
  24-15  regulations, or by resolution of the managers or members.  In
  24-16  addition, a court of competent jurisdiction, on cause shown, may
  24-17  wind up the limited liability company's affairs on application of
  24-18  any member or the member's legal representative or assignee and, in
  24-19  connection with the winding up, may appoint a person to carry out
  24-20  the liquidation and may make all other orders, directions, and
  24-21  inquiries that the circumstances require.
  24-22        SECTION 1.22.  Article 6.05, Texas Limited Liability Company
  24-23  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
  24-24  read as follows:
  24-25        Art. 6.05.  Procedure before filing articles of dissolution.
  24-26  A.  Before filing articles of dissolution:
  24-27              (1)  The limited liability company shall cease to carry
   25-1  on its business, except insofar as may be necessary for the winding
   25-2  up thereof.
   25-3              (2)  The limited liability company shall cause written
   25-4  notice by registered or certified mail of its intention to dissolve
   25-5  to be mailed to each known creditor of and claimant against the
   25-6  limited liability company.
   25-7              (3)  The limited liability company shall proceed to
   25-8  collect its assets, convey and dispose of such of its properties as
   25-9  are not to be distributed in kind to its members, pay, satisfy or
  25-10  discharge its liabilities and obligations, or make adequate
  25-11  provisions for payment and discharge thereof, and do all other acts
  25-12  required to liquidate its business and affairs; in case its
  25-13  property and assets are not sufficient to satisfy or discharge all
  25-14  the limited liability company's liabilities and obligations, the
  25-15  limited liability company shall apply them so far as they will go
  25-16  to the just and equitable payment of the liabilities and
  25-17  obligations.  After paying or discharging all of its obligations,
  25-18  or making adequate provisions for payment and discharge thereof,
  25-19  the limited liability company shall then distribute the remainder
  25-20  of its assets, either in cash or in kind, among its members
  25-21  <shareholders> according to their respective rights and interest.
  25-22              (4)  The limited liability company, at any time during
  25-23  the liquidation of its business and affairs, may make application
  25-24  to any district court of this state in the county in which the
  25-25  registered office of the limited liability company is situated to
  25-26  have the liquidation continued under the supervision of such court
  25-27  as provided in this Act.
   26-1        SECTION 1.23.  Article 6.07, Texas Limited Liability Company
   26-2  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   26-3  read as follows:
   26-4        Art. 6.07.  Articles of dissolution.  A.  If voluntary
   26-5  dissolution proceedings have not been revoked, then, when all
   26-6  liabilities and obligations of the limited liability company have
   26-7  been paid or discharged, or adequate provision has been made
   26-8  therefor <thereof>, or in case its property and assets are not
   26-9  sufficient to satisfy and discharge all the limited liability
  26-10  company's liabilities and obligations, then when all the property
  26-11  and assets have been applied so far as they will go to the just and
  26-12  equitable payment of the limited liability company's liabilities
  26-13  and obligations, and all of the remaining property and assets of
  26-14  the limited liability have been distributed to its members
  26-15  according to their respective rights and interest, articles of
  26-16  dissolution shall be executed on behalf of the limited liability
  26-17  company by a manager or authorized member, or in the case of a
  26-18  dissolution by action of the organizer of the limited liability
  26-19  company, by the organizer, which shall set forth:
  26-20              (1)  The name of the limited liability company.
  26-21              (2)  The names and respective addresses of its
  26-22  managers, if any.
  26-23              (3)  That all debts, obligations, and liabilities of
  26-24  the limited liability company have been paid or discharged or that
  26-25  adequate provision has been made therefor, or, in case the limited
  26-26  liability company's property and assets were not sufficient to
  26-27  satisfy and discharge all its debts, liabilities, and obligations,
   27-1  that all property and assets have been applied so far as they will
   27-2  go to the payment thereof in a just and equitable manner and that
   27-3  no property or assets remain available for distribution among its
   27-4  members, or, that the limited liability company has not acquired
   27-5  any debts, obligations, or liabilities.
   27-6              (4)  That all remaining property and assets of the
   27-7  limited liability company have been distributed among its members
   27-8  in accordance with their respective rights and interest or that no
   27-9  property remained for distribution to members after applying it as
  27-10  far as it would go to the just and equitable payment of the debts,
  27-11  liabilities, and obligations of the limited liability company, or
  27-12  that the limited liability company has not acquired any property or
  27-13  assets and therefore distributions to members were not required.
  27-14              (5)  If capital has not been paid into the limited
  27-15  liability company, a copy of the resolution to dissolve, together
  27-16  with a statement that the resolution was adopted by the act of the
  27-17  organizer or the managers of the limited liability company and of
  27-18  the date of adoption <There are no suits pending against the
  27-19  limited liability company in any court, or that adequate provisions
  27-20  have been made for satisfaction of any judgment, order, or decree
  27-21  which may be entered against it in any pending suit>.
  27-22              (6)  If the limited liability company elected to
  27-23  dissolve by action <written consent> of its <all> members, a<:>
  27-24                    <(a)  A> copy of the resolution <written consent>
  27-25  to dissolve, together with <and> a statement that the resolution
  27-26  was adopted in accordance with Section D, Article 2.23, of this Act
  27-27  or as otherwise provided in the articles of incorporation or the
   28-1  regulations and the date of adoption <such written consent has been
   28-2  signed by all members of the limited liability company or signed in
   28-3  their names by their attorneys thereunto duly authorized>.
   28-4        SECTION 1.24.  Article 7.03, Texas Limited Liability Company
   28-5  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
   28-6  read as follows:
   28-7        Art. 7.03.  Limited Liability Company Name of Foreign Limited
   28-8  Liability Company.  A.  No certificate of authority shall be issued
   28-9  to a foreign limited liability company unless the limited liability
  28-10  company name of such limited liability company:
  28-11              (1)  Shall contain the word "Limited Liability Company"
  28-12  or "Limited Company" or the abbreviations "L.L.C.," "LLC," "LC,"
  28-13  <"Ltd."> or "L.C." and shall contain such additional words as may
  28-14  be required by law.  The word "Limited" may be abbreviated as
  28-15  "Ltd." or "LTD" and the word "Company" may be abbreviated as "Co."
  28-16  However, a foreign limited liability company that procured a
  28-17  certificate of authority to transact business in this state before
  28-18  September 1, 1993, and that complied with this Section on the date
  28-19  of procuring the certificate, but does not comply with this Section
  28-20  as revised, is not required to change its name.
  28-21              (2)  Shall not contain any word or phrase which
  28-22  indicates or implies that it is organized for any purpose other
  28-23  than one or more of the purposes contained in its articles of
  28-24  organization.
  28-25              (3)  Shall not be the same as, or deceptively similar
  28-26  to, the name of any domestic limited liability company, corporation
  28-27  or limited partnership existing under the laws of this state or of
   29-1  any foreign limited liability company, corporation or limited
   29-2  partnership authorized to transact business in this state, or a
   29-3  name the exclusive right to which is, at the time, reserved or
   29-4  registered in the manner provided in this Act or any other statute
   29-5  relating to corporations, partnerships, or other business entities;
   29-6  provided that a name may be similar if written consent is obtained
   29-7  from the existing limited liability company, corporation or limited
   29-8  partnership having the name deemed to be similar or the person, or
   29-9  limited liability company, for whom the name deemed to be similar
  29-10  is reserved or registered in the office of the Secretary of State.
  29-11  A certificate of authority shall be issued as provided in this Act
  29-12  to any foreign limited liability company having a name the same as,
  29-13  deceptively similar to, or, if no consent is given, similar to the
  29-14  name of any limited liability company existing under the laws of
  29-15  this state or of any foreign limited liability company authorized
  29-16  to transact business in this state, or a name the exclusive right
  29-17  to which is, at the time, reserved or registered, provided such
  29-18  foreign limited liability company qualifies and does business under
  29-19  a name that meets the requirements of this article.  The foreign
  29-20  limited liability company shall set forth in the application for a
  29-21  certificate of authority the name under which it is qualifying and
  29-22  shall file an assumed name certificate as required by law.
  29-23        SECTION 1.25.  Article 8.12, Texas Limited Liability Company
  29-24  Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
  29-25  read as follows:
  29-26        Art. 8.12.  Applicability of other statutes.  A.  Subject to
  29-27  Section C of this Article, Articles 2.07, 4.14, and 5.14 and Part
   30-1  Seven of the TBCA apply to a limited liability company and its
   30-2  members, managers, and officers.
   30-3        B.  Subject to Section C of this Article, Articles 2.03
   30-4  through 2.06, 2.09, 2.09A, 3.01, and 7.01 through 7.07, Texas
   30-5  Miscellaneous Corporation Laws Act (Article 1302-1.01 et seq.,
   30-6  Vernon's Texas Civil Statutes), as amended, apply to a limited
   30-7  liability company and its members, managers, and officers.
   30-8        C.  For purposes of the application of the articles of the
   30-9  TBCA and the Texas Miscellaneous Corporation Laws Act as provided
  30-10  by Sections A and B of this Article, as context requires:
  30-11              (1)  a reference to a corporation includes a limited
  30-12  liability company;
  30-13              (2)  a reference to a share includes a membership
  30-14  interest;
  30-15              (3)  a reference to a shareholder includes a member;
  30-16              (4)  a reference to a director includes a manager;
  30-17              (5)  a reference to articles of incorporation  includes
  30-18  articles of organization; and
  30-19              (6)  a reference to bylaws includes regulations.  <To
  30-20  the extent this Act contains no provision with respect to one of
  30-21  the matters provided for in the TBCA or the Texas Miscellaneous
  30-22  Corporation Laws Act as such acts shall be amended from time to
  30-23  time, the provisions of the TBCA and the Texas Miscellaneous
  30-24  Corporation Laws Act shall supplement the provisions of this Act to
  30-25  the extent they are not inconsistent with the provisions of this
  30-26  Act.  Without limiting the generality of the foregoing, Article 5
  30-27  of the TBCA shall supplement the provisions of this Act and a
   31-1  limited liability company shall be an "other entity" as that term
   31-2  is defined in the TBCA and Article 7.06 of the Texas Miscellaneous
   31-3  Corporation Laws Act shall be applicable to limited liability
   31-4  company managers to the same extent as to directors.>
   31-5        SECTION 1.26.  Section A, Article 9.01, Texas Limited
   31-6  Liability Company Act (Article 1528n, Vernon's Texas Civil
   31-7  Statutes), is amended to read as follows:
   31-8        A.  The Secretary of State is authorized and required to
   31-9  collect for the use of the State the following fees:
  31-10              (1)  Filing articles of organization of a domestic
  31-11  limited liability company and issuing the certificate of
  31-12  organization, Two Hundred Dollars ($200.00).
  31-13              (2)  Filing articles of amendment of a domestic limited
  31-14  liability company and issuing the certificate of amendment, One
  31-15  Hundred Dollars ($100.00).
  31-16              (3)  Filing articles of merger involving one or more
  31-17  <a> domestic or foreign limited liability companies: <company,>
  31-18                    (a)  Two Hundred Dollars ($200.00), if another
  31-19  type of domestic entity is not a party to the merger; or
  31-20                    (b)  the greater of Two Hundred Dollars ($200.00)
  31-21  or the highest filing fee for articles of merger under the
  31-22  applicable Texas statute under which the other domestic entity or
  31-23  entities are incorporated or organized, if another type of domestic
  31-24  entity is party to the merger.
  31-25              (4)  Filing an application of a foreign limited
  31-26  liability company for certificate of authority to transact business
  31-27  in this state and issuing such a certificate of authority, Five
   32-1  Hundred Dollars ($500.00).
   32-2              (5)  Filing an application of a foreign limited
   32-3  liability company for an amended certificate of authority to
   32-4  transact business in this state and issuing such an amended
   32-5  certificate of authority, One Hundred Dollars ($100.00).
   32-6              (6)  Filing restated articles of organization of a
   32-7  domestic limited liability company, Two Hundred Dollars ($200.00).
   32-8              (7)  Filing application for reservations of a limited
   32-9  liability company name and issuing certificate thereof, Twenty-Five
  32-10  Dollars ($25.00).
  32-11              (8)  Filing notice of transfer of reserved limited
  32-12  liability company name and issuing a certificate therefor, Ten
  32-13  Dollars ($10.00).
  32-14              (9)  Filing statement of change of registered office or
  32-15  registered agent, or both, Ten Dollars ($10.00).
  32-16              (10)  Filing statement of change of address of
  32-17  registered agent, Ten Dollars ($10.00); provided, however, that the
  32-18  maximum fee for simultaneous filings by a registered agent for more
  32-19  than one limited liability company shall not exceed Five Hundred
  32-20  Dollars ($500.00).
  32-21              (11)  Filing articles of dissolution and issuing
  32-22  certificate therefor, Twenty-Five Dollars ($25.00).
  32-23              (12)  Filing application for withdrawal and issuing
  32-24  certificate therefor, Ten Dollars ($10.00).
  32-25              (13)  Filing certificate from home state that foreign
  32-26  limited liability company is no longer existent in said state, Ten
  32-27  Dollars ($10.00).
   33-1              (14)  Maintaining the record of service of any process,
   33-2  notice or demand upon the Secretary of State as agent for foreign
   33-3  and domestic limited liability companies, Twenty-Five Dollars
   33-4  ($25.00).
   33-5              (15)  Filing any instrument pursuant to this act not
   33-6  expressly provided for above, Ten Dollars ($10.00).
   33-7        SECTION 1.27.  Part Nine, Texas Limited Liability Company Act
   33-8  (Article 1528n, Vernon's Texas Civil Statutes), is amended by
   33-9  adding Article 9.03 to read as follows:
  33-10        Art. 9.03.  DELAYED EFFECTIVENESS OF CERTAIN FILINGS.  A.
  33-11  (1)  For purposes of this Article, "permitted act" means a filing
  33-12  with the Secretary of State under this Act for:
  33-13                    (a)  the articles of organization of a limited
  33-14  liability company under this Act;
  33-15                    (b)  an amendment to or restatement of the
  33-16  articles of organization;
  33-17                    (c)  a merger;
  33-18                    (d)  the application of a foreign limited
  33-19  liability company to procure a certificate of authority to transact
  33-20  business in this state or to withdraw from doing business in this
  33-21  state;
  33-22                    (e)  an amendment to the certificate of authority
  33-23  of a foreign limited liability company to transact business in this
  33-24  state;
  33-25                    (f)  a change in registered office or registered
  33-26  agent;
  33-27                    (g)  a change of address of a registered agent;
   34-1  or
   34-2                    (h)  a voluntary dissolution.
   34-3              (2)  A permitted act may be made effective as of a time
   34-4  and date after the time and date otherwise provided in this Act or
   34-5  may be made effective on the occurrence of events or facts that may
   34-6  occur in the future.  Those events or facts may include future acts
   34-7  of any person if the articles of organization, articles of
   34-8  amendment or restatement, articles of merger, application, or other
   34-9  document required by this Act to be filed with the Secretary of
  34-10  State to make the permitted act effective clearly and expressly
  34-11  states, in addition to any other statement or information required:
  34-12                    (a)  a time and date certain on which the
  34-13  permitted act is to become effective; or
  34-14                    (b)  if the permitted act is to become effective
  34-15  on the occurrence of events or facts that may occur in the future:
  34-16                          (i)  the manner in which the events or
  34-17  facts cause the permitted act to become effective; and
  34-18                          (ii)  the date of the 90th day after the
  34-19  date of the filing of the articles of organization, articles of
  34-20  amendment or restatement, articles of merger, application, or other
  34-21  document.
  34-22              (3)  A permitted act becoming effective as of a time or
  34-23  date certain that is after the time and date otherwise provided in
  34-24  this Act must specify a subsequent effective time and date that is
  34-25  not more than 90 days after the date of the filing of the articles
  34-26  of organization, articles of amendment or restatement, articles of
  34-27  merger, application, or other document required by this Act.  The
   35-1  time certain on which the permitted act is to become effective may
   35-2  not be midnight or 12 p.m.
   35-3              (4)  Within 90 days after the date of filing of the
   35-4  articles of organization, articles of amendment or restatement,
   35-5  articles of merger, application, or other document for a permitted
   35-6  act becoming effective on the occurrence of events or facts that
   35-7  may occur in the future, other than the mere passage of time, a
   35-8  statement must be filed with the Secretary of State confirming that
   35-9  all the events or facts on which the effectiveness of the permitted
  35-10  act is conditioned have been satisfied or waived and the date on
  35-11  which the condition was satisfied or waived.
  35-12        B.  A statement required by Section A of this Article must be
  35-13  executed on behalf of each domestic or foreign limited liability
  35-14  company or other person required to execute the articles of
  35-15  organization, articles of amendment or restatement, articles of
  35-16  merger, application, or other document required by this Act to be
  35-17  filed with the Secretary of State to make the permitted act
  35-18  effective by a member, manager, officer, or other duly authorized
  35-19  representative, including a member, manager, officer, or duly
  35-20  authorized representative of any successor domestic or foreign
  35-21  limited liability company or other entity.  An original and a copy
  35-22  of the statement must be filed with the Secretary of State.
  35-23        C.  Notwithstanding any other provision of this Act to the
  35-24  contrary, a permitted act that is to become effective as of a time
  35-25  or date after the time and date otherwise provided in this Act, to
  35-26  the extent permitted by this Article, shall become effective as of
  35-27  the subsequent time and date.  Any certificate issued by the
   36-1  Secretary of State on the filing of the articles of organization,
   36-2  articles of amendment or restatement, articles of merger,
   36-3  application, or other document otherwise required by this Act for
   36-4  the permitted act to become effective shall expressly set forth the
   36-5  time and date on which the permitted act is to become effective.
   36-6        D. (1)  A permitted act to be made effective on the
   36-7  occurrence of events or facts that may occur in the future, other
   36-8  than the mere passage of time, and for which the statement required
   36-9  by Subsection (4) of Section A of this Article is filed with the
  36-10  Secretary of State within the prescribed time becomes effective as
  36-11  of the time and date on which the latest specified event or fact
  36-12  occurred or the time and date on which the condition is otherwise
  36-13  satisfied or waived.  Any certificate issued or notation,
  36-14  acknowledgment, or other statement made by the Secretary of State
  36-15  on the filing of the articles of organization, articles of
  36-16  amendment or restatement, articles of merger, application, or other
  36-17  document otherwise required by this Act for the permitted act to
  36-18  become effective must:
  36-19                    (a)  state that "The effectiveness of the action
  36-20  to which this instrument relates is conditioned on the occurrence
  36-21  of certain facts or events described in the filing to which this
  36-22  instrument relates"; or
  36-23                    (b)  make reference in any manner approved by the
  36-24  Secretary of State to the fact that the effectiveness of the action
  36-25  is so conditioned.
  36-26              (2)  The time and date on which a condition to the
  36-27  effectiveness of a permitted act is satisfied or waived as set
   37-1  forth in a statement filed with the Secretary of State pursuant to
   37-2  Subsection (4) of Section A of this Article shall be conclusively
   37-3  regarded as the time and date on which the condition was satisfied
   37-4  or waived for purposes of this section.
   37-5        E.  If the effectiveness of any permitted act is conditioned
   37-6  on the occurrence of events or facts that may occur in the future,
   37-7  other than the mere passage of time, and the statement required by
   37-8  Subsection (4) of Section A of this Article is not filed with the
   37-9  Secretary of State within the prescribed time, the permitted act
  37-10  does not become effective unless there is subsequently filed with
  37-11  the Secretary of State the articles of organization, articles of
  37-12  amendment or restatement, articles of merger, application, or other
  37-13  document required by this Act to be filed with the Secretary of
  37-14  State to make the permitted act effective.
  37-15        F.  If articles of organization, articles of amendment or
  37-16  restatement, articles of merger, an application, or any other
  37-17  document permitted to be filed pursuant to this Act with the
  37-18  Secretary of State have been filed but the event or transaction
  37-19  evidenced by the filing has not become effective, the filing may be
  37-20  abandoned in accordance with the agreement of the parties to the
  37-21  filing by filing a certificate of abandonment with the Secretary of
  37-22  State before the effectiveness of the event or transaction in
  37-23  accordance with the terms of the document so filed.  The
  37-24  certificate of abandonment must be signed on behalf of each
  37-25  domestic or foreign limited liability company or other entity that
  37-26  is a party to the event or transaction by a member, manager,
  37-27  officer, or other authorized representative and must state the
   38-1  nature of the filing to be abandoned, the date of the filing to be
   38-2  abandoned, the parties to the filing to be abandoned, and that the
   38-3  event or transaction has been abandoned in accordance with the
   38-4  agreement of the parties.    On the filing of the statement of
   38-5  abandonment with the Secretary of State, the event or transaction
   38-6  evidenced by the original filing shall be considered abandoned and
   38-7  may not become effective.
   38-8        SECTION 1.28.  The Texas Limited Liability Company Act
   38-9  (Article 1528n, Vernon's Texas Civil Statutes) is amended by adding
  38-10  Parts Ten and Eleven to read as follows:
  38-11                               PART TEN
  38-12        Art. 10.01.  MERGER.  A.  A domestic limited liability
  38-13  company may adopt a plan of merger and one or more domestic limited
  38-14  liability companies may merge with one or more domestic or foreign
  38-15  limited liability companies or other entities if:
  38-16              (1)  each constituent entity enters into a written plan
  38-17  of merger containing the provisions set forth in Article 10.02 of
  38-18  this Act for which:
  38-19                    (a)  approval exists by all domestic limited
  38-20  liability companies by the vote of a majority of their respective
  38-21  members, unless the respective regulations or articles of
  38-22  organization of each limited liability company provide otherwise;
  38-23  and
  38-24                    (b)  if one or more foreign limited liability
  38-25  companies or other entities is a party to the merger or is to be
  38-26  created by the terms of the plan of merger:
  38-27                          (i)  the merger is permitted by the laws
   39-1  under which each foreign limited liability company and each other
   39-2  entity that is a party to the merger is formed or organized or by
   39-3  the organizational documents or other constituent documents of the
   39-4  foreign limited liability company or other entity that are not
   39-5  inconsistent with those laws; and
   39-6                          (ii)  each foreign limited liability
   39-7  company or other entity that is a party to the merger complies with
   39-8  those laws or documents in effecting the merger; and
   39-9              (2)  a member of a domestic limited liability company
  39-10  that is a party to the merger, as a result of the merger, will not
  39-11  become personally liable for the liabilities or obligations of any
  39-12  other person unless the member consents to becoming personally
  39-13  liable by action taken in connection with the specific plan of
  39-14  merger approved by the domestic limited liability company.
  39-15        Art. 10.02.  PLAN OF MERGER.  A.  A plan of merger must
  39-16  include:
  39-17              (1)  the name and state of domicile of each domestic or
  39-18  foreign limited liability company or other entity that is a party
  39-19  to the merger;
  39-20              (2)  the name of each domestic or foreign limited
  39-21  liability company or other entity, if any, that will survive the
  39-22  merger, which may be one or more of the domestic or foreign limited
  39-23  companies or other entities party to the merger;
  39-24              (3)  the name and state of domicile of each new
  39-25  domestic or foreign limited liability company or other entity, if
  39-26  any, that may be created by the terms of the plan of merger;
  39-27              (4)  the terms and conditions of the merger, including,
   40-1  if more than one domestic or foreign limited liability company or
   40-2  other entity is to survive or to be created by the terms of the
   40-3  plan of merger, the manner and basis of allocating and vesting:
   40-4                    (a)  real estate and other property of each
   40-5  domestic or foreign limited liability company and of each other
   40-6  entity that is a party to the merger among one or more of the
   40-7  surviving or new domestic or foreign limited liability companies
   40-8  and other entities; and
   40-9                    (b)  all liabilities and obligations of each
  40-10  domestic or foreign limited liability company and other entity that
  40-11  is a party to the merger among one or more of the surviving or new
  40-12  domestic or foreign limited liability companies and other entities
  40-13  or making adequate provision for the payment and discharge of the
  40-14  liabilities and obligations;
  40-15              (5)  the manner and basis of converting any of the
  40-16  limited liability company interests or other evidences of ownership
  40-17  of each domestic or foreign limited liability company or other
  40-18  entity that is a party to the merger into:
  40-19                    (a)  limited liability company interests, shares,
  40-20  obligations, evidences of ownership, rights to purchase securities,
  40-21  or other securities of one or more of the surviving or new domestic
  40-22  or foreign limited liability company or other entities;
  40-23                    (b)  cash or other property, including shares,
  40-24  obligations, evidences of ownership, rights to purchase securities,
  40-25  or other securities of any other person or entity; or
  40-26                    (c)  any combination of the items described in
  40-27  Subdivisions (a) and (b) of this Subsection;
   41-1              (6)  the articles of organization of any new domestic
   41-2  limited liability company to be created by the terms of the plan of
   41-3  merger; and
   41-4              (7)  the articles of organization or other
   41-5  organizational documents of each other entity that is a party to
   41-6  the merger and that is to be created by the terms of the plan of
   41-7  merger.
   41-8        B.  The plan of merger may include:
   41-9              (1)  any amendments to the articles of organization or
  41-10  regulations of any surviving domestic limited liability company or
  41-11  to the organizational documents or other constituent documents of
  41-12  any other surviving entity; and
  41-13              (2)  any other provision relating to the merger.
  41-14        Art. 10.03.  ARTICLES OF MERGER.  A.  After a plan of merger
  41-15  has been approved by each of the limited liability companies or
  41-16  other entities that is a party to the plan of merger, articles of
  41-17  merger shall be executed on behalf of each domestic limited
  41-18  liability company that is a party to the plan of merger by at least
  41-19  one member, manager, officer, or other agent or representative of
  41-20  the limited liability company who is authorized to execute articles
  41-21  of merger by the articles of organization or regulations or shall
  41-22  be approved by authorizing resolutions adopted by the act of the
  41-23  members.  At least one authorized representative of each other
  41-24  foreign limited liability company or other entity that is a party
  41-25  to the plan of merger shall also execute the articles of merger.
  41-26  The articles of merger must include:
  41-27              (1)  the plan of merger; and
   42-1              (2)  as to each domestic or foreign limited liability
   42-2  company or other entity that is a party to the plan of merger, a
   42-3  statement that the plan of merger was authorized by all action
   42-4  required by the laws under which it was formed or organized or by
   42-5  its constituent documents.
   42-6        B.  The original of the articles of merger and a number of
   42-7  copies equal to the number of surviving and new domestic or foreign
   42-8  limited liability companies and other entities that are a party to
   42-9  the plan of merger or that will be created by its terms shall be
  42-10  delivered to the Secretary of State.  Unless the Secretary of State
  42-11  finds that the articles of merger do not conform to law, on receipt
  42-12  of all applicable filing fees and franchise taxes, if any, required
  42-13  by law, the Secretary of State shall:
  42-14              (1)  certify that the articles of merger have been
  42-15  filed in the Secretary of State's office by endorsing on the
  42-16  original the word "Filed" and the date of the filing;
  42-17              (2)  file and index the endorsed articles of merger;
  42-18  and
  42-19              (3)  issue a certificate of merger, together with a
  42-20  copy of the articles affixed to the certificate, to each surviving
  42-21  or new domestic or foreign limited liability company or other
  42-22  entity that is a party to the plan of merger or that is created by
  42-23  the merger, or to its respective representatives.
  42-24        C.  Except as provided by Article 9.03 of this Act, the
  42-25  merger is effective on the issuance of the certificate of merger by
  42-26  the Secretary of State.
  42-27        Art. 10.04.  EFFECT OF MERGER.  A.  When a merger takes
   43-1  effect:
   43-2              (1)  the separate existence of every domestic or
   43-3  foreign limited liability company or other entity that is a party
   43-4  to the merger, except any surviving or new domestic or foreign
   43-5  limited liability company or other entity, ceases;
   43-6              (2)  all rights, title, and interests to all real
   43-7  estate and other property owned by each domestic or foreign limited
   43-8  liability company and by each other entity that is a party to the
   43-9  merger shall be allocated to and vested in one or more of the
  43-10  surviving or resulting entities as provided in the plan of merger
  43-11  without reversion or impairment, without further act or deed, and
  43-12  without any transfer or assignment having occurred, but subject to
  43-13  any existing liens or other encumbrances on the property;
  43-14              (3)  all liabilities and obligations of each domestic
  43-15  or foreign limited liability company and each other entity that is
  43-16  a party to the merger shall be allocated to one or more of the
  43-17  surviving or new domestic or foreign limited liability companies
  43-18  and other entities in the manner provided by the plan of merger,
  43-19  and each surviving or new domestic or foreign limited liability
  43-20  company or other entity to which a liability or obligation has been
  43-21  allocated under the plan of merger becomes the primary obligor for
  43-22  the liability or obligation, and, except as otherwise provided by
  43-23  the plan of merger, law, or contract, a party to the merger other
  43-24  than a surviving domestic or foreign limited liability company or
  43-25  other entity liable at the time of the merger or another new
  43-26  domestic or foreign limited liability company or other entity
  43-27  created is not liable for the liability or obligation;
   44-1              (4)  a proceeding pending by or against a domestic or
   44-2  foreign limited liability company or another entity that is a party
   44-3  to the merger may be continued as if the merger did not occur, or
   44-4  the surviving or new domestic or foreign limited liability company
   44-5  or limited liability companies or the surviving or new other entity
   44-6  or other entities the liability, obligation, asset, or right
   44-7  associated with the proceeding is allocated to and vested in under
   44-8  the plan of merger may be substituted in the proceeding;
   44-9              (5)  the articles of organization and regulations of
  44-10  each surviving domestic limited liability company and the
  44-11  organizational documents and other constituent documents of each
  44-12  surviving foreign limited liability company and other entity shall
  44-13  be amended to the extent provided in the plan of merger;
  44-14              (6)  each new domestic limited liability company, the
  44-15  articles of organization of which are included in the plan of
  44-16  merger under Article 10.02 of this Act, shall be formed as a
  44-17  limited liability company under this Act, and each other entity to
  44-18  be formed or organized under the laws of this state, the
  44-19  organizational documents of which are included in the plan of
  44-20  merger, on an executed copy of the certificate of merger being
  44-21  delivered to or filed with any required governmental entity with
  44-22  which organizational documents of the other entity are required to
  44-23  be delivered or filed and on meeting additional requirements, if
  44-24  any, of law for its formation or organization, shall be formed or
  44-25  organized as provided in the plan of merger;
  44-26              (7)  the limited liability company interests of each
  44-27  domestic or foreign limited liability company and the interests,
   45-1  shares, or evidences of ownership in each other entity that is a
   45-2  party to the merger that are to be converted or exchanged, in whole
   45-3  or in part, into limited liability company interests, shares,
   45-4  obligations, evidences of ownership, rights to purchase securities,
   45-5  or other securities of one or more of the surviving or new domestic
   45-6  or foreign limited liability companies or other entities, into cash
   45-7  or other property, including shares, obligations, evidences of
   45-8  ownership, rights to purchase securities, or other securities of
   45-9  any other person or entity, or into a combination of those items,
  45-10  shall be so converted and exchanged, and the former members of each
  45-11  domestic limited liability company that is a party to the merger
  45-12  shall be entitled only to the rights provided in the plan of
  45-13  merger; and
  45-14              (8)  if the plan of merger does not provide for the
  45-15  allocation and vesting of the right, title, and interest in a
  45-16  particular item of real estate or other property or for the
  45-17  allocation of a liability or obligation of a party to the merger,
  45-18  the item of real estate or other property shall be owned in
  45-19  undivided interests by, or the liability or obligation shall be a
  45-20  joint and several liability and obligation of, each of the
  45-21  surviving and new domestic and foreign limited liability companies
  45-22  and other entities, pro rata to the total number of surviving and
  45-23  new domestic and foreign limited liability companies and other
  45-24  entities resulting from the merger.
  45-25        Art. 10.05.  MERGER INVOLVING SUBSIDIARY ENTITIES.
  45-26  A.  (1)  This article applies to a merger if:
  45-27                    (a)  at least 90 per cent of the outstanding
   46-1  membership interests, shares of stock, or other ownership interests
   46-2  of one or more domestic or foreign limited liability companies or
   46-3  other entities is owned by another domestic or foreign limited
   46-4  liability company or other entity;
   46-5                    (b)  at least one of the parent or subsidiary
   46-6  entities is a domestic limited liability company; and
   46-7                    (c)  for each parent or subsidiary entity that is
   46-8  not a domestic limited liability company:
   46-9                          (i)  the merger of the entity with or into
  46-10  a domestic limited liability company is permitted by the laws under
  46-11  which that entity is formed or organized or by the organizational
  46-12  documents or other constituent documents of the entity that are not
  46-13  inconsistent with those laws; and
  46-14                          (ii)  the entity complies with those laws
  46-15  or documents in effectuating the merger.
  46-16              (2)  A parent entity described in Subsection (1) of
  46-17  this Section having at least 90 percent ownership may:
  46-18                    (a)  merge the other entity or entities into
  46-19  itself;
  46-20                    (b)  merge itself into the other entity or
  46-21  entities; or
  46-22                    (c)  merge any one or more of the entities,
  46-23  including itself, into one or more of the other entities.
  46-24              (3)  If the parent entity having at least 90 percent
  46-25  ownership is a surviving entity in the merger, the parent entity
  46-26  must execute and file articles of merger as provided by Section B
  46-27  of this Article.  If the parent entity having at least 90 percent
   47-1  ownership is not a surviving entity in the merger, the parent
   47-2  entity must:
   47-3                    (a)  adopt a plan of merger in the manner
   47-4  required by Article 10.01 of this Act, except that an action under
   47-5  Article 10.01 is not required by the entity or entities whose
   47-6  membership interests, shares of stock, or other ownership interests
   47-7  are so owned; and
   47-8                    (b)  execute and file articles of merger as
   47-9  provided by Section B of this Article.
  47-10        B.  The articles of merger must be signed on behalf of the
  47-11  parent entity by a member, manager, officer, or other agent or
  47-12  representative authorized by (i) the organizational or other
  47-13  constituent documents of the parent entity, or (ii) resolutions
  47-14  adopted by the parent entity in accordance with the laws of its
  47-15  jurisdiction of organization or formation and the documents.  The
  47-16  articles of merger must include:
  47-17              (1)  the name of the parent entity and the name of each
  47-18  respective subsidiary entity;
  47-19              (2)  for each entity listed in Subsection (1) of this
  47-20  Section, the type of entity and the respective jurisdiction under
  47-21  which the entity is formed or organized;
  47-22              (3)  the total number or percentage of membership
  47-23  interests, shares, or other ownership interests in each subsidiary
  47-24  entity, identified by class, series, or group, and the number or
  47-25  percentage of membership interests, shares, or other ownership
  47-26  interests in each class, series, or group owned by the parent
  47-27  entity;
   48-1              (4)  a copy of the resolution of merger adopted by the
   48-2  parent entity in accordance with the laws of its jurisdiction of
   48-3  organization or formation and its organizational or other
   48-4  constituent documents, together with a statement that the
   48-5  resolution was so adopted and the date of adoption;
   48-6              (5)  if the parent entity does not own all of the
   48-7  outstanding membership interest, shares, or other ownership
   48-8  interests of each subsidiary entity party to the merger, the
   48-9  resolution described in Subsection (4) of this Section must state
  48-10  the terms and conditions of the merger, including the securities,
  48-11  cash, or other property to be used, paid, or delivered by the
  48-12  surviving corporation on surrender of each membership interest,
  48-13  share, or other ownership interest of the subsidiary entity or
  48-14  entities not owned by the parent entity;
  48-15              (6)  if the surviving entity is a foreign limited
  48-16  liability company or other entity, the address, including street
  48-17  number, if any, of its registered or principal office in the
  48-18  jurisdiction under whose laws it is governed; and
  48-19              (7)  if a plan of merger is required by Section A of
  48-20  this Article to be adopted in the manner required by Article 10.01
  48-21  of this Act, the information required by Section A of Article 10.03
  48-22  of this Act.
  48-23        C.  The articles of merger shall be filed as provided by
  48-24  Section B of Article 10.03 of this Act, become effective as
  48-25  provided by Section C of Article 10.03 of this Act, and have the
  48-26  effect stated in Article 10.04 of this Act.
  48-27        Art. 10.06.  INTEREST EXCHANGE.  A.  One or more domestic or
   49-1  foreign limited liability companies or other entities may adopt a
   49-2  plan of exchange by which an entity acquires all of the outstanding
   49-3  limited liability company interests of one or more domestic limited
   49-4  liability companies or all of the outstanding interests, stock,
   49-5  partnership interests, or other ownership interests in one or more
   49-6  other entities in exchange for cash or securities of the acquiring
   49-7  entity if:
   49-8              (1)  each domestic limited liability company, the
   49-9  interests of which are to be acquired under the plan of exchange,
  49-10  approves the plan of exchange by majority vote or consent of its
  49-11  members or in a manner prescribed in its regulations; and
  49-12              (2)  each acquiring domestic or foreign limited
  49-13  liability company or other entity takes all action that may be
  49-14  required by the laws of the state or country under which it was
  49-15  formed and as required by its constituent documents to effect the
  49-16  exchange.
  49-17        B.  A filing with the Secretary of State is not necessary to
  49-18  evidence or effect the interest exchange with respect to a domestic
  49-19  limited liability company that is a party to the interest exchange.
  49-20  When an interest exchange takes effect as provided in the plan of
  49-21  exchange:
  49-22              (1)  the limited liability company interests of each
  49-23  domestic limited liability company that are to be acquired under
  49-24  the plan of exchange are considered exchanged as provided in the
  49-25  plan of exchange;
  49-26              (2)  the former holders of the limited liability
  49-27  company interests exchanged under the plan of exchange are entitled
   50-1  only to the exchange rights provided in the plan of exchange; and 
   50-2              (3)  the acquiring domestic or foreign limited
   50-3  liability company or other entity or entities are entitled to all
   50-4  rights, title, and interests with respect to the interests so
   50-5  acquired and exchanged, subject to the provisions in the plan of
   50-6  exchange.
   50-7        Art. 10.07.  DEFINITION OF "OTHER ENTITY."  A.  For purposes
   50-8  of this Part, "other entity" means any entity, whether organized
   50-9  for profit or not, that is a corporation, limited partnership,
  50-10  general partnership, joint venture, joint stock company,
  50-11  cooperative, association, bank, insurance company, or other legal
  50-12  entity organized under the laws of this state or any other state or
  50-13  country to the extent the laws or the constituent documents of that
  50-14  entity, not inconsistent with law, permit that entity to enter into
  50-15  a merger or interest exchange as permitted by this Part.
  50-16                              PART ELEVEN
  50-17        Art. 11.01.  PROFESSIONAL LIMITED LIABILITY COMPANIES
  50-18  AUTHORIZED; DEFINITIONS.  A.  (1)  One or more persons may organize
  50-19  a professional limited liability company by filing articles of
  50-20  organization with the Secretary of State in accordance with Part
  50-21  Three of this Act.  In addition to other provisions required or
  50-22  permitted by law, the articles of organization of a professional
  50-23  limited liability company must include a statement:
  50-24                    (a)  that the limited liability company is a
  50-25  professional limited liability company; and
  50-26                    (b)  describing the one specific kind of
  50-27  professional service to be rendered by the limited liability
   51-1  company.
   51-2              (2)  A professional limited liability company may be
   51-3  organized under this Act only for the purpose of rendering one
   51-4  specific type of professional service and ancillary services.  A
   51-5  professional limited liability company organized under this Act may
   51-6  not render more than one kind of professional service.
   51-7        B.  In this Act:
   51-8              (1)  "Professional service" means any type of personal
   51-9  service that requires as a condition precedent to the rendering of
  51-10  the service the obtaining of a license, permit, certificate of
  51-11  registration, or other legal authorization, including the personal
  51-12  service rendered by an architect, attorney-at-law, certified public
  51-13  accountant, dentist, doctor, physician, public accountant, surgeon,
  51-14  or veterinarian.
  51-15              (2)  "Professional limited liability company" means a
  51-16  limited liability company that is organized under this Act for the
  51-17  sole and specific purpose of rendering professional service and
  51-18  that has as its members only individuals licensed or otherwise
  51-19  authorized within this state to render the same professional
  51-20  service as the limited liability company.
  51-21        Art. 11.02.  NAME.  A.  A professional limited liability
  51-22  company may adopt a name not contrary to the law or ethics
  51-23  regulating the practice of the professional service rendered
  51-24  through the professional limited liability company.  The name of
  51-25  the limited liability company must contain the words "Professional
  51-26  Limited Liability Company" or the abbreviations "P.L.L.C." or
  51-27  "PLLC" and must contain other words as may be required by law.  A
   52-1  limited liability company formed before September 1, 1993, that
   52-2  complied with Section A of Article 2.03 of this Act or with Section
   52-3  A of Article 7.03 of this Act on the date of formation, but does
   52-4  not comply with this Article, is not required to change its name.
   52-5        Art. 11.03.  RESTRICTIONS ON MEMBERS, MANAGERS, AND OFFICERS.
   52-6  A.  A person who is not licensed or otherwise authorized to render
   52-7  the professional service of the professional limited liability
   52-8  company may not be a member, manager, or officer of the
   52-9  professional limited liability company.  A membership interest in
  52-10  the professional limited liability company may not be transferred
  52-11  to a person who is not licensed or otherwise authorized to render
  52-12  the professional service of the professional limited liability
  52-13  company.
  52-14        B.  If a member, manager, or officer of a professional
  52-15  limited liability company, or an agent or employee of the company
  52-16  who has been rendering professional service for or with the company
  52-17  of the same type for which the professional limited liability
  52-18  company was organized to render, becomes legally disqualified to
  52-19  render the professional service, the person shall sever all
  52-20  employment with the professional limited liability company and
  52-21  immediately terminate all financial interest in the company.  The
  52-22  professional limited liability company shall purchase or cause to
  52-23  be purchased from the person all membership interests owned by the
  52-24  person in the professional limited liability company, at a price
  52-25  and on terms as may be provided in the articles of organization,
  52-26  the regulations, or any applicable agreement among the members and
  52-27  the professional limited liability company.  If the person is the
   53-1  sole member of the professional limited liability company, the
   53-2  person may continue to act as member, manager, or officer only for
   53-3  the purposes of winding up the affairs of the professional limited
   53-4  liability company and effecting its dissolution, including selling
   53-5  the assets of or outstanding membership interests in the
   53-6  professional limited liability company, but not including rendering
   53-7  professional service.
   53-8        C.  If a person who is not licensed or authorized to render
   53-9  the professional service that a professional limited liability
  53-10  company was organized to render succeeds to the interest of a
  53-11  member of the professional limited liability company, the person
  53-12  holding the interest shall immediately terminate all financial
  53-13  interest in the professional limited liability company, and the
  53-14  professional limited liability company shall purchase or cause to
  53-15  be purchased from the person all membership interests owned by the
  53-16  person in the professional limited liability company, at a price
  53-17  and on terms as may be provided in the articles of organization,
  53-18  the regulations, or any applicable agreement among the members and
  53-19  the professional limited liability company.  If the person
  53-20  succeeded to all of the membership interests in the professional
  53-21  limited liability company, the person may continue to act as
  53-22  member, manager, or officer only for the purposes of winding up the
  53-23  affairs of the professional limited liability company and effecting
  53-24  its dissolution, including selling the assets of or the outstanding
  53-25  membership interests in the professional limited liability company,
  53-26  but not including rendering professional service.
  53-27        Art. 11.04.  RENDERING OF PROFESSIONAL SERVICES.  A.  A
   54-1  professional limited liability company may render professional
   54-2  service in this state only through:
   54-3              (1)  an individual member, manager, officer, employee,
   54-4  or agent who is licensed to render the professional service in this
   54-5  state; or
   54-6              (2)  an agent of the professional limited liability
   54-7  company that is a professional limited liability company,
   54-8  professional corporation, or professional association that is
   54-9  authorized in this state to render the professional service of the
  54-10  professional limited liability company and that renders the
  54-11  professional service only through a licensed individual member,
  54-12  manager, officer, or employee.
  54-13        B.  This Article does not prohibit employment by a
  54-14  professional limited liability company of clerks, secretaries,
  54-15  bookkeepers, technicians, nurses, assistants, and other individuals
  54-16  who are not usually and ordinarily considered by custom and
  54-17  practice to be rendering professional service for which a license
  54-18  or other legal authorization is required.  A person may not, under
  54-19  the guise of employment, practice a profession in this state unless
  54-20  licensed or otherwise legally authorized to practice that
  54-21  profession under the laws of this state.
  54-22        Art. 11.05.  PROFESSIONAL RELATIONSHIPS NOT AFFECTED.  A.
  54-23  Notwithstanding anything contained in Article 4.03 of this Act to
  54-24  the contrary, this Act does not alter or affect the professional
  54-25  relationship between a person rendering professional service and a
  54-26  person receiving the service, and a confidential relationship
  54-27  enjoyed in this state between those persons remains unchanged.
   55-1  This Act does not remove or diminish any rights at law that a
   55-2  person receiving professional service has against a person
   55-3  rendering the service for an error, an omission, negligence,
   55-4  incompetence, or malfeasance.  A limited liability company, but not
   55-5  the other individual members, managers, or officers, is jointly and
   55-6  severally liable with a member, manager, officer, employee, or
   55-7  agent rendering professional service for an error, omission,
   55-8  negligence, incompetence, or malfeasance on the part of the member,
   55-9  manager, officer, employee, or agent when the member, manager,
  55-10  officer, employee, or agent is rendering professional service in
  55-11  the course of employment for the limited liability company.
  55-12        Art. 11.06.  EXEMPTION FROM SECURITIES LAWS.  A.  The sale,
  55-13  issuance, or offering of membership interests of a professional
  55-14  limited liability company to persons permitted by this Part to own
  55-15  the membership interests is exempt from all laws of this state,
  55-16  other than this Act, that provide for supervision, registration, or
  55-17  regulation in connection with the sale, issuance, or offering of
  55-18  securities.  The sale, issuance, or offering of membership
  55-19  interests to those persons is legal without any action or approval
  55-20  on the part of any official or state regulatory agency authorized
  55-21  to license, regulate, or supervise the sale, issuance, or offering
  55-22  of securities.
  55-23        Art. 11.07.  FOREIGN PROFESSIONAL LIMITED LIABILITY
  55-24  COMPANIES.  A.  A foreign professional limited liability company
  55-25  may apply for a certificate of authority to perform professional
  55-26  service in this state by filing an application in accordance with
  55-27  Part Seven of this Act.  The Secretary of State may not issue the
   56-1  certificate unless the name of the limited liability company or the
   56-2  name the limited liability company elects in this state meets the
   56-3  requirements of Article 11.02 of this Act.  A member, manager,
   56-4  officer, employee, or agent of the limited liability company who
   56-5  renders professional service in this state on behalf of the limited
   56-6  liability company must be licensed or otherwise authorized to
   56-7  render that professional service in this state.
   56-8        B.  A certificate may not be issued to a limited liability
   56-9  company under this Article unless the application for the
  56-10  certificate includes a statement that the jurisdiction in which the
  56-11  limited liability company is organized would permit reciprocal
  56-12  admission of the limited liability company if it were organized in
  56-13  this state.
  56-14        SECTION 1.29.  Section 36.02, Business & Commerce Code, is
  56-15  amended to read as follows:
  56-16        Sec. 36.02.  DEFINITIONS.  In this chapter, unless the
  56-17  context otherwise requires:
  56-18              (1)  "Partnership" means a joint venture or<,> general
  56-19  partnership other than a limited partnership or a registered
  56-20  limited liability<, or limited> partnership.
  56-21              (2)  "Company" means a real estate investment trust,
  56-22  joint-stock company, or any other business, professional, or other
  56-23  association or legal entity that is not incorporated other than a
  56-24  partnership, limited partnership, limited  liability company, or
  56-25  registered limited liability partnership.
  56-26              (3)  "Corporation" means a domestic or foreign
  56-27  corporation, professional corporation, professional association,
   57-1  other corporation, or any other business, professional, or other
   57-2  association or legal entity that is incorporated.
   57-3              (4)  "Person" includes an individual, partnership,
   57-4  limited partnership, limited liability company, registered limited
   57-5  liability partnership, company, or corporation.
   57-6              (5)  "Representative" means a trustee, administrator,
   57-7  executor, independent executor, guardian, conservator, trustee in
   57-8  bankruptcy, receiver, or any other person appointed by a court or
   57-9  by trust or will to have custody of, take possession of, have title
  57-10  to, or otherwise be empowered to control the person or property of
  57-11  any person.
  57-12              (6)  "Estate" means the property of any person which is
  57-13  administered by a representative.
  57-14              (7)  "Assumed name" means:
  57-15                    (A)  in the case of an individual, a name that
  57-16  does not include the surname of the individual;
  57-17                    (B)  in the case of a <joint venture or general>
  57-18  partnership, a name that does not include the surname or other
  57-19  legal name of each joint venturer or general partner;
  57-20                    (C)  in the case of an individual<, joint
  57-21  venture,> or a <general> partnership, a name, including a surname,
  57-22  that suggests the existence of additional owners by including words
  57-23  such as "Company," "& Company," "& Son," "& Sons," "& Associates,"
  57-24  "Brothers," and the like, but not words that merely describe the
  57-25  business or professional service being conducted or rendered;
  57-26                    (D)  in the case of a limited partnership, any
  57-27  name other than the name stated in its certificate of limited
   58-1  partnership;
   58-2                    (E)  in the case of a company, any name used by
   58-3  the company; <and>
   58-4                    (F)  in the case of a corporation, any name other
   58-5  than the name stated in its articles of incorporation or
   58-6  association or comparable document;
   58-7                    (G)  in the case of a registered limited
   58-8  liability partnership, any name other than the name stated in its
   58-9  application filed with the office of the Secretary of State or
  58-10  comparable document; and
  58-11                    (H)  in the case of a limited liability company,
  58-12  any name other than the name stated in its articles of organization
  58-13  or comparable document.
  58-14              (8)  "Registrant" means any person that has filed, or
  58-15  on whose behalf there has been filed, an assumed name certificate
  58-16  under the provisions of this chapter or other law.
  58-17              (9)  "Office" means, in the case of any person that is
  58-18  not an individual or that is a corporation which is not required to
  58-19  or does not maintain a registered office in this state, the
  58-20  principal office of such person and also its principal place of
  58-21  business if not the same as its principal office.  In the case of a
  58-22  corporation, limited partnership, registered limited liability
  58-23  partnership, or limited liability company which is required to
  58-24  maintain a registered office in this state, "office" means the
  58-25  registered office and also its principal office if not the same as
  58-26  its registered office.
  58-27              (10)  "Address" means a post office address and also
   59-1  the street address if not the same as the post office address.
   59-2        SECTION 1.30.  Section 36.10, Business & Commerce Code, is
   59-3  amended by amending the section heading and Subsection (a) to read
   59-4  as follows:
   59-5        Sec. 36.10.  FOR UNINCORPORATED BUSINESS OR PROFESSION OTHER
   59-6  THAN A LIMITED PARTNERSHIP, REGISTERED LIMITED LIABILITY
   59-7  PARTNERSHIP, OR LIMITED LIABILITY COMPANY.  (a)  Any person who
   59-8  regularly conducts business or renders professional services other
   59-9  than as a corporation, limited partnership, registered limited
  59-10  liability partnership, or limited liability company in this state
  59-11  under an assumed name shall file in the office of the county clerk
  59-12  in each county in which such person has or will maintain business
  59-13  or professional premises or, if no business or professional
  59-14  premises are or will be maintained in any county, in each county
  59-15  where such person conducts business or renders a professional
  59-16  service, a certificate setting forth:
  59-17              (1)  the assumed name under which such business or
  59-18  professional service is or is to be conducted or rendered;
  59-19              (2)  if the registrant is:
  59-20                    (A)  an individual, his full name and residence
  59-21  address;
  59-22                    (B)  a partnership, (i) the venture or
  59-23  partnership name, (ii) the venture or partnership office address,
  59-24  and (iii) the full name of each joint venturer or general partner
  59-25  and his residence address if he is an individual or its office
  59-26  address if not an individual;
  59-27                    (C)  an estate, (i) the name of the estate, (ii)
   60-1  the estate's office address, if any, and (iii) the full name of
   60-2  each representative of the estate and his residence address if he
   60-3  is an individual or its office address if not an individual;
   60-4                    (D)  a real estate investment trust, (i) the name
   60-5  of the trust, (ii) the address of the trust, (iii) the full name of
   60-6  each trustee manager and his residence address if he is an
   60-7  individual and its office address if not an individual; or
   60-8                    (E)  a company other than a real estate
   60-9  investment trust, or a corporation, (i) the name of the company or
  60-10  corporation, (ii) the state, country, or other jurisdiction under
  60-11  the laws of which it was organized, incorporated, or associated,
  60-12  and (iii) its office address;
  60-13              (3)  the period, not to exceed 10 years, during which
  60-14  the assumed name will be used; and
  60-15              (4)  a statement specifying that the business or
  60-16  professional service that is or is to be conducted or rendered in
  60-17  the county under such assumed name is being or will be conducted or
  60-18  rendered as a proprietorship, sole practitioner, <joint venture,
  60-19  general> partnership, <limited partnership,> real estate investment
  60-20  trust, joint-stock company, or some other form of unincorporated
  60-21  business or professional association or entity, other than a
  60-22  limited partnership, limited liability company, or registered
  60-23  limited liability partnership, as the case may be.
  60-24        SECTION 1.31.  Section 36.11, Business & Commerce Code, is
  60-25  amended to read as follows:
  60-26        Sec. 36.11.  FOR INCORPORATED BUSINESS OR PROFESSION, LIMITED
  60-27  PARTNERSHIP, REGISTERED LIMITED LIABILITY PARTNERSHIP, OR LIMITED
   61-1  LIABILITY COMPANY.  (a)  Any corporation, limited partnership,
   61-2  registered limited liability partnership, or limited liability
   61-3  company which regularly conducts business or renders professional
   61-4  services in this state under an assumed name, or which may be
   61-5  required by law to use an assumed name in this state to conduct
   61-6  such business or render such services, shall file in the office of
   61-7  the Secretary of State and, (1) if such corporation, limited
   61-8  partnership, registered limited liability partnership, or limited
   61-9  liability company is required to maintain a registered office in
  61-10  this state, in the office of the county clerk of the county in
  61-11  which such registered office is located and of the county in which
  61-12  its principal office is located if within this state and not the
  61-13  same county where the registered office is located; or (2) if such
  61-14  corporation, limited partnership, registered limited liability
  61-15  partnership, or limited liability company is not required to or
  61-16  does not maintain a registered office in this state, in the office
  61-17  of the county clerk of the county in which its office within this
  61-18  state is located or if the corporation, limited partnership,
  61-19  registered limited liability partnership, or limited liability
  61-20  company is not incorporated, organized, or associated under the
  61-21  laws of this state, in the office of the county clerk of the county
  61-22  in which its principal place of business in this state is located
  61-23  if not the same as its office, a certificate setting forth:
  61-24              (1)  the assumed name under which such business or
  61-25  professional service is or is to be conducted or rendered;
  61-26              (2)  the name of the corporation, limited partnership,
  61-27  registered limited liability partnership, or limited liability
   62-1  company as stated in its articles of incorporation, <or>
   62-2  association, or organization or in its certificate of limited
   62-3  partnership or application filed with the office of the Secretary
   62-4  of State, or other comparable document;
   62-5              (3)  the state, country, or other jurisdiction under
   62-6  the laws of which it was incorporated, organized, or associated and
   62-7  address of its registered or similar office in that state, country,
   62-8  or jurisdiction;
   62-9              (4)  the period, not to exceed 10 years, during which
  62-10  the assumed name will be used;
  62-11              (5)  a statement specifying that the entity
  62-12  <corporation> is a business corporation, nonprofit corporation,
  62-13  professional corporation, professional association, or other type
  62-14  of corporation, limited partnership, registered limited liability
  62-15  partnership, limited liability company, or some other type of
  62-16  incorporated business, professional or other association, or legal
  62-17  entity;
  62-18              (6)  if the corporation, limited partnership,
  62-19  registered limited liability partnership, or limited liability
  62-20  company is required to maintain a registered office in this state,
  62-21  (A) the address of such registered office and the name of its
  62-22  registered agent at such address, and (B) the address of its
  62-23  principal office if not the same as that of its registered office
  62-24  in this state;
  62-25              (7)  if the corporation, limited partnership,
  62-26  registered limited liability partnership, or limited liability
  62-27  company is not required to or does not maintain a registered office
   63-1  in this state, its office address in this state and if the
   63-2  corporation, limited partnership, registered limited liability
   63-3  partnership, or limited liability company is not incorporated,
   63-4  organized, or associated under the laws of this state, the address
   63-5  of its place of business in this state and its office address
   63-6  elsewhere, if any; and
   63-7              (8)  the county or counties within the state where
   63-8  business or professional services are being or are to be conducted
   63-9  or rendered under such assumed name.
  63-10        (b)  A certificate filed under Subsection (a) of this section
  63-11  shall be executed and duly acknowledged by an officer, general
  63-12  partner, member, manager, representative, or attorney in fact for
  63-13  the corporation, limited partnership, registered limited liability
  63-14  partnership, or limited liability company.  A certificate executed
  63-15  and acknowledged by an attorney in fact shall include a statement
  63-16  that the attorney in fact has been duly authorized in writing by
  63-17  his principal to execute and acknowledge the same.
  63-18        (c)  Nothing in this chapter shall require a corporation,
  63-19  limited partnership, registered limited liability partnership, or
  63-20  limited liability company or its shareholders, associates,
  63-21  partners, or members to file an assumed business or professional
  63-22  name certificate in order to conduct business or render a
  63-23  professional service within this state under the name of the
  63-24  corporation, limited partnership, registered limited liability
  63-25  partnership, or limited liability company as stated in its articles
  63-26  of incorporation, association, or organization, certificate of
  63-27  limited partnership, application filed with the office of the
   64-1  Secretary of State, or other comparable document.
   64-2        (d)  Notwithstanding Subsections (a)-(c) of this section, a
   64-3  limited partnership, registered limited liability partnership, or
   64-4  limited liability company  that filed a certificate in compliance
   64-5  with Section 36.10 of this chapter before September 1, 1993, is not
   64-6  required to file a new certificate that complies with this section
   64-7  until the earlier of:
   64-8              (1)  the expiration of the period specified in the
   64-9  existing certificate during which the assumed name will be used; or
  64-10              (2)  a material change occurs in the information set
  64-11  forth in the existing certificate.
  64-12        SECTION 1.32.  The following articles or sections of the
  64-13  Texas Limited Liability Company Act (Article 1528n, Vernon's Texas
  64-14  Civil Statutes) are repealed:
  64-15              (1)  Article 2.10;
  64-16              (2)  Article 2.16; and
  64-17              (3)  Sections B, C, and D, Article 4.02.
  64-18     ARTICLE 2.  BUSINESS CORPORATIONS; PROFESSIONAL ASSOCIATIONS
  64-19        SECTION 2.01.  Article 1.02, Texas Business Corporation Act,
  64-20  is amended by amending Section A and adding Section C to read as
  64-21  follows:
  64-22        A.  As used in this Act, unless the context otherwise
  64-23  requires, the term:
  64-24              (1)  "Articles of incorporation" means the original or
  64-25  restated articles of incorporation and all amendments thereto.
  64-26              (2)  "Authorized shares" means the shares of all
  64-27  classes which the corporation is authorized to issue.
   65-1              (3)  "Cancel" means to restore issued shares to the
   65-2  status of authorized but unissued shares.
   65-3              (4)  "Certificated shares" means shares represented by
   65-4  instruments in bearer or registered form.
   65-5              (5)  "Conspicuous" or "conspicuously," when prescribed
   65-6  for information appearing on a certificate for shares or other
   65-7  securities, means the location of such information or use of type
   65-8  of sufficient size, color, or character that a reasonable person
   65-9  against whom such information may operate should notice it.   For
  65-10  example, a printed or typed statement in capitals, or boldface or
  65-11  underlined type, or in type that is larger than or that contrasts
  65-12  in color with that used for other statements on the same
  65-13  certificate, is "conspicuous."
  65-14              (6)  "Consuming assets corporation" means a corporation
  65-15  which is engaged in the business of exploiting assets subject to
  65-16  depletion or amortization and which elects to state in its articles
  65-17  of incorporation that it is a consuming assets corporation and
  65-18  includes as a part of its official corporate name the phrase "a
  65-19  consuming assets corporation," giving such phrase equal prominence
  65-20  with the rest of the corporate name on its financial statements and
  65-21  certificates representing shares.  All its certificates
  65-22  representing shares shall also contain a further sentence: "This
  65-23  corporation is permitted by law to pay dividends out of reserves
  65-24  which may impair its stated capital."
  65-25              (7)  "Corporation" or "domestic corporation" means a
  65-26  corporation for profit subject to the provisions of this Act,
  65-27  except a foreign corporation.
   66-1              (8)  "Distribution" means a transfer of money or other
   66-2  property (except its own shares or rights to acquire its own
   66-3  shares), or issuance of indebtedness, by a corporation to its
   66-4  shareholders in the form of:
   66-5                    (a)  a dividend on any class or series of the
   66-6  corporation's outstanding shares;
   66-7                    (b)  a purchase, <or> redemption, or other
   66-8  acquisition by the corporation, directly or indirectly, of any of
   66-9  its own shares; or
  66-10                    (c)  a payment by the corporation in liquidation
  66-11  of all or a portion of its assets.
  66-12              (9)  "Foreign corporation" means a corporation for
  66-13  profit organized under laws other than the laws of this State.
  66-14              (10)  "Insolvency" means inability of a corporation to
  66-15  pay its debts as they become due in the usual course of its
  66-16  business.
  66-17              (11)  "Investment Company Act" means the Investment
  66-18  Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.);
  66-19              (12)  "Merger" means (a) the division of a domestic
  66-20  corporation into two or more new domestic corporations or into a
  66-21  surviving corporation and one or more new domestic or foreign
  66-22  corporations or other entities, or (b) the combination of one or
  66-23  more domestic corporations with one or more domestic or foreign
  66-24  corporations or other entities resulting in (i) one or more
  66-25  surviving domestic or foreign corporations or other entities, (ii)
  66-26  the creation of one or more new domestic or foreign corporations or
  66-27  other entities, or (iii) one or more surviving domestic or foreign
   67-1  corporations or other entities and the creation of one or more new
   67-2  domestic or foreign corporations or other entities.
   67-3              (13) <(12)>  "Net assets" means the amount by which the
   67-4  total assets of a corporation exceed the total debts of the
   67-5  corporation.
   67-6              (14) <(13)>  "Other entity" means any entity, whether
   67-7  organized for profit or not, that is a corporation (other than a
   67-8  domestic or foreign corporation), limited or general partnership,
   67-9  joint venture, joint stock company, cooperative, association, bank,
  67-10  insurance company or other legal entity organized pursuant to the
  67-11  laws of this state or any other state or country to the extent such
  67-12  laws or the constituent documents of that entity, not inconsistent
  67-13  with such laws, permit that entity to enter into a merger or share
  67-14  exchange as permitted by Article 5.03 of this Act.
  67-15              (15) <(14)>  "Share dividend" means a dividend by a
  67-16  corporation that is payable in its own authorized but unissued
  67-17  shares or in treasury shares.
  67-18              (16) <(15)>  "Shareholder" or "holder of shares" means
  67-19  the person in whose name shares issued by a corporation are
  67-20  registered at the relevant time in the share transfer records
  67-21  maintained by the corporation pursuant to Article 2.44 of this Act.
  67-22              (17) <(16)>  "Shares" means the units into which the
  67-23  proprietary interests in a corporation are divided, whether
  67-24  certificated or uncertificated shares.
  67-25              (18) <(17)>  "Stated capital" means, at any particular
  67-26  time, the sum of:
  67-27                    (a)  the par value of all shares of the
   68-1  corporation having a par value that have been issued;
   68-2                    (b)  the consideration fixed by the corporation
   68-3  in the manner provided by Article 2.15 of this Act for all shares
   68-4  of the corporation without par value that have been issued, except
   68-5  such part of the consideration that is actually received therefor
   68-6  (which part must be less than all of that consideration) that the
   68-7  board by resolution adopted no later than sixty (60) days after the
   68-8  issuance of those shares may have allocated to surplus; and
   68-9                    (c)  such amounts not included in paragraphs (a)
  68-10  and (b) of this subsection as have been transferred to stated
  68-11  capital of the corporation, whether upon the payment of a share
  68-12  dividend or upon adoption by the board of directors of a resolution
  68-13  directing that all or part of surplus be transferred to stated
  68-14  capital, minus all reductions from such sum as have been effected
  68-15  in a manner permitted by law.
  68-16              (19) <(18)>  "Subscriber" means the offeror in a
  68-17  subscription.
  68-18              (20) <(19)>  "Subscription" means a memorandum in
  68-19  writing, executed before or after incorporation, wherein an offer
  68-20  is made to purchase and pay for a specified number of theretofore
  68-21  unissued shares of a corporation.
  68-22              (21) <(20)>  "Surplus" means the excess of the net
  68-23  assets of a corporation over its stated capital.
  68-24              (22) <(21)>  "Treasury shares" means shares of a
  68-25  corporation which have been issued, have been subsequently acquired
  68-26  by and belong to the corporation, and have not been canceled and
  68-27  restored to the status of authorized but unissued shares.  Treasury
   69-1  shares shall be deemed to be "issued" shares but not "outstanding"
   69-2  shares, and shall not be included in the total assets of a
   69-3  corporation for purposes of determining its "net assets."
   69-4              (23) <(22)>  "Uncertificated shares" means shares not
   69-5  represented by instruments and the transfers of which are
   69-6  registered upon books maintained for that purpose by or on behalf
   69-7  of the issuing corporation.
   69-8        C.  A reference in this Act to another statute is a reference
   69-9  to that statute as amended.
  69-10        SECTION 2.02.  Section A, Article 2.02, Texas Business
  69-11  Corporation Act, is amended to read as follows:
  69-12        A.  Subject to the provisions of Sections B and C of this
  69-13  Article, each corporation shall have power:
  69-14              (1)  To have perpetual succession by its corporate name
  69-15  unless a limited period of duration is stated in its articles of
  69-16  incorporation.  Notwithstanding the articles of incorporation, the
  69-17  period of duration for any corporation incorporated before
  69-18  September 6, 1955, is perpetual if all fees and franchise taxes
  69-19  have been paid as provided by law.
  69-20              (2)  To sue and be sued, complain and defend, in its
  69-21  corporate name.
  69-22              (3)  To have a corporate seal which may be altered at
  69-23  pleasure, and to use the same by causing it, or a facsimile
  69-24  thereof, to be impressed on, affixed to, or in any manner
  69-25  reproduced upon, instruments of any nature required to be executed
  69-26  by its proper officers.
  69-27              (4)  To purchase, receive, lease, or otherwise acquire,
   70-1  own, hold, improve, use and otherwise deal in and with, real or
   70-2  personal property, or any interest therein, wherever situated, as
   70-3  the purposes of the corporation shall require.
   70-4              (5)  To sell, convey, mortgage, pledge, lease,
   70-5  exchange, transfer and otherwise dispose of all or any part of its
   70-6  property and assets.
   70-7              (6)  To lend money to, and otherwise assist, its
   70-8  employees, officers, and directors if such a loan or assistance
   70-9  reasonably may be expected to benefit, directly or indirectly, the
  70-10  lending or assisting corporation.
  70-11              (7)  To purchase, receive, subscribe for, or otherwise
  70-12  acquire, own, hold, vote, use, employ, mortgage, lend, pledge, sell
  70-13  or otherwise dispose of, and otherwise use and deal in and with,
  70-14  shares or other interests in, or obligations of, other domestic or
  70-15  foreign corporations, associations, partnerships, or individuals,
  70-16  or direct or indirect obligations of the United States or of any
  70-17  other government, state, territory, government district, or
  70-18  municipality, or of any instrumentality thereof.
  70-19              (8)  To purchase or otherwise acquire its own bonds,
  70-20  debentures, or other evidences of its indebtedness or obligations;
  70-21  to purchase or otherwise acquire its own unredeemable shares and
  70-22  hold those acquired shares as treasury shares or cancel or
  70-23  otherwise dispose of those acquired shares;  and to redeem or
  70-24  purchase shares made redeemable by the provisions of its articles
  70-25  of incorporation.
  70-26              (9)  To make contracts and incur liabilities, borrow
  70-27  money at such rates of interest as the corporation may determine,
   71-1  issue its notes, bonds, and other obligations, and secure any of
   71-2  its obligations by mortgage or pledge of all or any of its
   71-3  property, franchises, and income.
   71-4              (10)  To lend money for its corporate purposes, invest
   71-5  and reinvest its funds, and take and hold real and personal
   71-6  property as security for the payment of funds so loaned or
   71-7  invested.
   71-8              (11)  To conduct its business, carry on its operations,
   71-9  and have offices and exercise the powers granted by this Act,
  71-10  within or without this State.
  71-11              (12)  To elect or appoint officers and agents of the
  71-12  corporation for such period of time as the corporation may
  71-13  determine, and define their duties and fix their compensation.
  71-14              (13)  To make and alter bylaws, not inconsistent with
  71-15  its articles of incorporation or with the laws of this State, for
  71-16  the administration and regulation of the affairs of the
  71-17  corporation.
  71-18              (14)  To make donations for the public welfare or for
  71-19  charitable, scientific, or educational purposes.
  71-20              (15)  To transact any lawful business which the board
  71-21  of directors shall find will be in aid of government policy.
  71-22              (16)  To indemnify directors, officers, employees, and
  71-23  agents of the corporation and to purchase and maintain liability
  71-24  insurance for those persons.
  71-25              (17)  To pay pensions and establish pension plans,
  71-26  pension trusts, profit sharing plans, stock bonus plans, and other
  71-27  incentive plans for any or all of, or any class<,> or classes of,
   72-1  <its officers and employees, or> its directors, officers, or <its>
   72-2  employees.
   72-3              (18)  To be an organizer, partner, member, associate,
   72-4  or manager of any partnership, joint venture, or other enterprise,
   72-5  and to the extent permitted in any other jurisdiction to be an
   72-6  incorporator of any other corporation of any type or kind.
   72-7              (19)  To cease its corporate activities and terminate
   72-8  its existence by voluntary dissolution.
   72-9              (20)  Whether included in the foregoing or not, to have
  72-10  and exercise all powers necessary or appropriate to effect any or
  72-11  all of the purposes for which the corporation is organized.
  72-12        SECTION 2.03.  Section B, Article 2.05, Texas Business
  72-13  Corporation Act, is amended to read as follows:
  72-14        B.  Any domestic or foreign corporation having authority to
  72-15  transact business in this State<,> may do so under an assumed
  72-16  name<,> by filing an assumed name certificate in the manner
  72-17  prescribed by law.  The assumed name may, but is not required to,
  72-18  comply with the requirements of Section A(1) of this Article.
  72-19        SECTION 2.04.  Article 2.12, Texas Business Corporation Act,
  72-20  is amended by amending Section A and adding Section C to read as
  72-21  follows:
  72-22        A.  Each corporation may issue the number of shares stated in
  72-23  its articles of incorporation.  Such shares may be divided into one
  72-24  or more classes, any or all of which classes may consist of shares
  72-25  with par value or shares without par value, as shall be stated in
  72-26  the articles of incorporation.  Any such class of shares may be
  72-27  divided into one or more series, as shall be stated in the articles
   73-1  of incorporation.  All shares of the same class shall be of the
   73-2  same par value or be without par value.  Unless the shares of a
   73-3  class have been divided into series, all shares of the same class
   73-4  shall be identical in all respects.  If the shares of a class have
   73-5  been divided into series, shares of the same class may vary between
   73-6  series, but all shares of the same series shall be identical in all
   73-7  respects.  Any such class or series of shares shall be so
   73-8  designated as to distinguish the shares of that class or series
   73-9  from the shares of all other classes and series.  Any such class or
  73-10  series shall have such designations, preferences, limitations, and
  73-11  relative rights, including voting rights, as shall be stated in the
  73-12  articles of incorporation.  The articles of incorporation may limit
  73-13  or deny the voting rights of, or provide special voting rights for,
  73-14  the shares of any class or series to the extent that such
  73-15  limitation, denial, or provision is not inconsistent with the
  73-16  provisions of this Act.  Any of the designations, preferences,
  73-17  limitations, and <or> relative rights, including voting rights, of
  73-18  any class or series of shares may be made dependent upon facts
  73-19  ascertainable outside the articles of incorporation, which facts
  73-20  may include future acts of the corporation, provided that the
  73-21  manner in which such facts shall operate upon the designations,
  73-22  preferences, limitations, and relative rights, including voting
  73-23  rights, of such class or series of shares is clearly and expressly
  73-24  set forth in the articles of incorporation.
  73-25        C.  (1)  The board of directors of a corporation registered
  73-26  as an open-end company under the Investment Company Act may:
  73-27                    (a)  establish classes of shares and series of
   74-1  unissued shares of any class by fixing and determining the
   74-2  designations, preferences, limitations, and relative rights,
   74-3  including voting rights, of the shares of any class or series so
   74-4  established to the same extent that the designations, preferences,
   74-5  limitations, and relative rights could be stated if fully set forth
   74-6  in the articles of incorporation; and
   74-7                    (b)  increase or decrease the aggregate number of
   74-8  shares or the number of shares of, or eliminate and remove from the
   74-9  articles of incorporation, a class or series of shares that the
  74-10  corporation has authority to issue, unless a provision has been
  74-11  included in the articles of incorporation of the corporation after
  74-12  September 1, 1993, expressly prohibiting those actions by the board
  74-13  of directors.  The board of directors may not:
  74-14                          (i)  decrease the number of shares within a
  74-15  class or series to less than the number of shares of that class or
  74-16  series that are then outstanding; or
  74-17                          (ii)  eliminate or remove from the articles
  74-18  of incorporation any reference to any class or series of which
  74-19  shares are then outstanding.
  74-20        To establish a class or series, the board of directors shall
  74-21  adopt a resolution setting forth the designation of the class or
  74-22  series and fixing and determining the designations, preferences,
  74-23  limitations, and relative rights, including voting rights, of the
  74-24  class or series.  In order to increase or decrease the number of
  74-25  shares of, or eliminate and remove from the articles of
  74-26  incorporation any reference to, a class or series of shares, the
  74-27  board of directors shall adopt a resolution fixing and determining
   75-1  the new number of shares of each class or series in which the
   75-2  number of shares is increased or decreased or eliminating the class
   75-3  or series and removing references to the class or series from the
   75-4  articles of incorporation.  The shares of any eliminated series
   75-5  shall resume the status of authorized but unissued shares of the
   75-6  class of shares from which the series was established unless
   75-7  otherwise provided in the resolution or the articles of
   75-8  incorporation.
   75-9              (2)  Before the first issuance of any shares of a class
  75-10  or series established or increased or decreased by resolution
  75-11  adopted by the board of directors under Subsection  (1)  of this
  75-12  section, and in order to eliminate from the articles of
  75-13  incorporation a class or series of shares and all references to the
  75-14  class or series contained in the articles, the corporation shall
  75-15  file with the Secretary of State a statement setting forth:
  75-16                    (a)  the name of the corporation;
  75-17                    (b)  if the statement relates to the
  75-18  establishment of a class or series of shares, a copy of the
  75-19  resolution establishing and designating the class or series and
  75-20  fixing and determining the preferences, limitations, and relative
  75-21  rights of the class or series;
  75-22                    (c)  if the statement relates to an increase or
  75-23  decrease in the number of shares of any class or series, a copy of
  75-24  the resolution fixing and determining the new number of shares of
  75-25  each class or series in which the number of shares is increased or
  75-26  decreased;
  75-27                    (d)  if the statement relates to the elimination
   76-1  of a class or series of shares and to the removal of all references
   76-2  to the class or series from the articles of incorporation, a copy
   76-3  of the resolution eliminating the class or series and removing all
   76-4  references to the class or series from the articles of
   76-5  incorporation;
   76-6                    (e)  the date of adoption of the resolution; and
   76-7                    (f)  that the resolution was duly adopted by all
   76-8  necessary action on the part of the corporation.
   76-9              (3)  The statement shall be executed on behalf of the
  76-10  corporation by an officer.  The original and a copy of the
  76-11  statement shall be delivered to the Secretary of State.  If the
  76-12  Secretary of State finds that the statement conforms to law, when
  76-13  the appropriate filing fee is paid as provided by law, the
  76-14  Secretary of State shall:
  76-15                    (a)  endorse on the original and the copy the
  76-16  word "Filed," and the month, day, and year of the filing of the
  76-17  statement;
  76-18                    (b)  file the original in the Secretary of
  76-19  State's office; and
  76-20                    (c)  return the copy to the corporation or its
  76-21  representative.
  76-22              (4)  On the filing of a statement by the Secretary of
  76-23  State, the resolution establishing and designating the class or
  76-24  series and fixing and determining the preferences, limitations, and
  76-25  relative rights of the class or series, the resolution fixing the
  76-26  new number of shares of each class or series in which the number of
  76-27  shares is increased or decreased, or the resolution eliminating a
   77-1  class or series and all references to the class or series from the
   77-2  articles of incorporation, as appropriate, becomes an amendment of
   77-3  the articles of incorporation.  An amendment of the articles of
   77-4  incorporation effected as provided by this Article is not subject
   77-5  to the procedure to amend the articles contained in Article 4.02 of
   77-6  this Act.
   77-7        SECTION 2.05.  Sections A and B, Article 2.21, Texas Business
   77-8  Corporation Act, are amended to read as follows:
   77-9        A.  A holder of shares, an owner of any beneficial interest
  77-10  in shares, or a subscriber for shares whose subscription has been
  77-11  accepted shall be under no obligation to the corporation or to its
  77-12  obligees with respect to:
  77-13              (1)  such shares other than the obligation to pay to
  77-14  the corporation the full amount of the consideration, fixed in
  77-15  compliance with Article 2.15 of this Act, for which such shares
  77-16  were or are to be issued;
  77-17              (2)  any contractual obligation of the corporation on
  77-18  the basis that the holder, owner, or subscriber is or was the alter
  77-19  ego of the corporation, or on the basis of actual fraud or
  77-20  constructive fraud, <or> a sham to perpetrate a fraud, or other
  77-21  similar theory, unless the obligee demonstrates that the holder,
  77-22  owner, or subscriber caused the corporation to be used for the
  77-23  purpose of perpetrating and did perpetrate an actual fraud on the
  77-24  obligee primarily for the direct personal benefit of the holder,
  77-25  owner, or subscriber; or
  77-26              (3)  any contractual obligation of the corporation on
  77-27  the basis of the failure of the corporation to observe any
   78-1  corporate formality, including without limitation:  (a) the failure
   78-2  to comply with any requirement of this Act or of the articles of
   78-3  incorporation or bylaws of the corporation; or (b) the failure to
   78-4  observe any requirement prescribed by this Act or by the articles
   78-5  of incorporation or bylaws for acts to be taken by the corporation,
   78-6  its board of directors, or its shareholders.
   78-7        B.  The liability of a holder, owner, or subscriber of shares
   78-8  of a corporation for an obligation that is limited by Section A of
   78-9  this article is exclusive and preempts any other liability imposed
  78-10  on a holder, owner, or subscriber of shares of a corporation for
  78-11  that obligation under common law or otherwise, except that nothing
  78-12  <Nothing> contained in this article shall limit the obligation of a
  78-13  holder, owner, or subscriber to an obligee of the corporation when:
  78-14              (1)  the holder, owner, or subscriber has expressly
  78-15  assumed, guaranteed, or agreed to be personally liable to the
  78-16  obligee for the obligation; or
  78-17              (2)  the holder, owner, or subscriber is otherwise
  78-18  liable to the obligee for the obligation under this Act or another
  78-19  applicable statute.
  78-20        SECTION 2.06.  Article 2.24, Texas Business Corporation Act,
  78-21  is amended by adding Section D to read as follows:
  78-22        D.  If the articles of incorporation or bylaws of a
  78-23  corporation registered under the Investment Company Act so provide,
  78-24  the corporation is not required to hold an annual meeting of
  78-25  shareholders or elect directors in any year that the election of
  78-26  directors is not required to be acted on under the Investment
  78-27  Company Act.  If the corporation is required by the Investment
   79-1  Company Act to hold a meeting of shareholders to elect directors,
   79-2  the meeting shall be designated as the annual meeting of
   79-3  shareholders for that year.
   79-4        SECTION 2.07.  Sections A and C, Article 2.27, Texas Business
   79-5  Corporation Act, are amended to read as follows:
   79-6        A.  The officer or agent having charge of the share <stock>
   79-7  transfer records <books> for shares of a corporation shall make, at
   79-8  least ten (10) days before each meeting of shareholders, a complete
   79-9  list of the shareholders entitled to vote at such meeting or any
  79-10  adjournment thereof, arranged in alphabetical order, with the
  79-11  address of and the number of shares held by each, which list, for a
  79-12  period of ten (10) days prior to such meeting, shall be kept on
  79-13  file at the registered office or principal place of business of the
  79-14  corporation and shall be subject to inspection by any shareholder
  79-15  at any time during usual business hours.  Such list shall also be
  79-16  produced and kept open at the time and place of the meeting and
  79-17  shall be subject to the inspection of any shareholder during the
  79-18  whole time of the meeting.  The original share <stock> transfer
  79-19  records <books> shall be prima-facie evidence as to who are the
  79-20  shareholders entitled to examine such list or transfer records
  79-21  <books> or to vote at any meeting of shareholders.
  79-22        C.  An officer or agent having charge of the share <stock>
  79-23  transfer records <books> who shall fail to prepare the list of
  79-24  shareholders or keep the same on file for a period of ten (10)
  79-25  days, or produce and keep it open for inspection at the meeting, as
  79-26  provided in this Article, shall be liable to any shareholder
  79-27  suffering damage on account of such failure, to the extent of such
   80-1  damage.  In the event that such officer or agent does not receive
   80-2  notice of a meeting of shareholders sufficiently in advance of the
   80-3  date of such meeting reasonably to enable him to comply with the
   80-4  duties prescribed by this Article, the corporation, but not such
   80-5  officer or agent, shall be liable to any shareholder suffering
   80-6  damage on account of such failure, to the extent of such damage.
   80-7        SECTION 2.08.  Article 2.32, Texas Business Corporation Act,
   80-8  is amended by adding Section B to read as follows:
   80-9        B.  Notwithstanding Section A of this Article, a director of
  80-10  a corporation registered under the Investment Company Act, unless
  80-11  removed in accordance with the provisions of the articles of
  80-12  incorporation or bylaws, holds office for the term for which the
  80-13  director is elected and until the director's successor has been
  80-14  elected and qualified.
  80-15        SECTION 2.09.  Article 2.34, Texas Business Corporation Act,
  80-16  is amended to read as follows:
  80-17        Art. 2.34.  Vacancies.  A.  Any vacancy occurring in the
  80-18  initial board of directors before the issuance of shares may be
  80-19  filled by the affirmative vote or written consent of a majority of
  80-20  the incorporators or by the affirmative vote of a majority of the
  80-21  remaining directors though less than a quorum of the board of
  80-22  directors.  A director elected to fill a vacancy shall be elected
  80-23  for the unexpired term of the director's predecessor in office.
  80-24        B.  Any vacancy occurring in the board of directors after the
  80-25  issuance of shares may be filled in accordance with Section D <C>
  80-26  of this article or may be filled by the affirmative vote of a
  80-27  majority of the remaining directors though less than a quorum of
   81-1  the board of directors.  A director elected to fill a vacancy shall
   81-2  be elected for the unexpired term of his predecessor in office.
   81-3        C <B>.  A directorship to be filled by reason of an increase
   81-4  in the number of directors may be filled in accordance with Section
   81-5  D <C> of this article or may be filled by the board of directors
   81-6  for a term of office continuing only until the next election of one
   81-7  or more directors by the shareholders; provided that the board of
   81-8  directors may not fill more than two such directorships during the
   81-9  period between any two successive annual meetings of shareholders.
  81-10        D <C>.  Any vacancy occurring in the board of directors or
  81-11  any directorship to be filled by reason of an increase in the
  81-12  number of directors may be filled by election at an annual or
  81-13  special meeting of shareholders called for that purpose.
  81-14        E <D>.  Notwithstanding Sections <A,> B, <and> C, and D of
  81-15  this article, whenever the holders of any class or series of shares
  81-16  or group of classes or series of shares are entitled to elect one
  81-17  or more directors by the provisions of the articles of
  81-18  incorporation, any vacancies in such directorships and any newly
  81-19  created directorships of such class or series to be filled by
  81-20  reason of an increase in the number of such directors may be filled
  81-21  by the affirmative vote of a majority of the directors elected by
  81-22  such class or series, or by such group, then in office, or by a
  81-23  sole remaining director so elected, or by the vote of the holders
  81-24  of the outstanding shares of such class or series or of such group,
  81-25  and such directorships shall not in any case be filled by the vote
  81-26  of the remaining directors or the holders of the outstanding shares
  81-27  as a whole unless otherwise provided in the articles of
   82-1  incorporation.
   82-2        SECTION 2.10.  Section C, Article 2.41, Texas Business
   82-3  Corporation Act, is amended to read as follows:
   82-4        C.  A director shall not be liable under Subsection (1) of
   82-5  Section A of this Article if, in voting for or assenting to the
   82-6  distribution, the director:
   82-7              (1)  relied in good faith and with ordinary care upon
   82-8  the statements, valuations, or information referred to in Article
   82-9  2.38-3 of this Act, or upon other information, opinions, reports,
  82-10  or statements, including financial statements and other financial
  82-11  data, concerning the corporation or another person, that were
  82-12  prepared or presented by:
  82-13                    (a)  one or more officers or employees of the
  82-14  corporation;
  82-15                    (b)  legal counsel, public accountants,
  82-16  investment bankers, or other persons as to matters the director
  82-17  reasonably believes are within the person's professional or expert
  82-18  competence; or
  82-19                    (c)  a committee of the board of directors of
  82-20  which the director is not a member;
  82-21              (2)  acting in good faith and with ordinary care,
  82-22  considered the assets of the corporation to be at least of their
  82-23  book value; or
  82-24              (3)  in determining whether the corporation made
  82-25  adequate provision for payment, satisfaction or discharge of all of
  82-26  its liabilities and obligations as provided in Articles <Article>
  82-27  6.04 and 7.12 of this Act, relied in good faith and with ordinary
   83-1  care upon financial statements of, or other information concerning,
   83-2  any person who was or became contractually obligated to pay,
   83-3  satisfy, or discharge some or all of those liabilities or
   83-4  obligations.
   83-5        SECTION 2.11.  Sections B-F, Article 2.44, Texas Business
   83-6  Corporation Act, are amended to read as follows:
   83-7        B.  A director may examine the corporation's books and
   83-8  records of account, share transfer records, corporate minutes and
   83-9  any other corporate books and records for any purpose reasonably
  83-10  related to the director's service as a director.  A court of
  83-11  competent jurisdiction may compel a corporation to open its books
  83-12  and records of account, share transfer records, corporate minutes
  83-13  or any other corporate books and records to permit the director to
  83-14  inspect the books or records and make copies or extracts from the
  83-15  books or records on a showing by a director that:
  83-16              (1)  he is a director;
  83-17              (2)  he demanded to inspect the corporate books and
  83-18  records;
  83-19              (3)  his purpose for inspecting the corporate books and
  83-20  records was reasonably related to his service as a director; and
  83-21              (4)  his right of access to the books and records was
  83-22  refused by the corporation.
  83-23  The court may also award the director attorneys' fees and any other
  83-24  relief that the court deems just and proper.
  83-25        C.  Any person who shall have been a shareholder for at least
  83-26  six (6) months immediately preceding his demand, or shall be the
  83-27  holder of at least five per cent (5%) of all the outstanding shares
   84-1  of a corporation, upon written demand stating the purpose thereof,
   84-2  shall have the right to examine, in person or by agent, accountant,
   84-3  or attorney, at any reasonable time or times, for any proper
   84-4  purpose, its relevant books and records of account, minutes, and
   84-5  share transfer records, and to make extracts therefrom.
   84-6        D <C>.  Any corporation which shall refuse to allow any such
   84-7  shareholder or his agent, accountant or attorney, so to examine and
   84-8  make extracts from its books and records of account, minutes, and
   84-9  share transfer records, for any proper purpose, shall be liable to
  84-10  such shareholder for all costs and expenses, including attorneys'
  84-11  fees, incurred in enforcing his rights under this Article in
  84-12  addition to any other damages or remedy afforded him by law.  It
  84-13  shall be a defense to any action for penalties under this section
  84-14  that the person suing therefor has within two (2) years sold or
  84-15  offered for sale any list of shareholders or of holders of voting
  84-16  trust certificates for shares of such corporation or any other
  84-17  corporation or has aided or abetted any person in procuring any
  84-18  list of shareholders or of holders of voting trust certificates for
  84-19  any such purpose, or has improperly used any information secured
  84-20  through any prior examination of the books and records of account,
  84-21  minutes, or share transfer records of such corporation or any other
  84-22  corporation, or was not acting in good faith or for a proper
  84-23  purpose in making his demand.
  84-24        E <D>.  Nothing herein contained shall impair the power of
  84-25  any court of competent jurisdiction, upon proof of proper purpose
  84-26  by a beneficial or record holder of shares, irrespective of the
  84-27  period of time during which such holder shall have been a
   85-1  beneficial or record holder and irrespective of the number of
   85-2  shares held by him, to compel the production for examination by
   85-3  such holder of the books and records of account, minutes, and share
   85-4  transfer records of a corporation.
   85-5        F <E>.  Upon the written request of any shareholder of a
   85-6  corporation, the corporation shall mail to such shareholder its
   85-7  annual statements for its last fiscal year showing in reasonable
   85-8  detail its assets and liabilities and the results of its operations
   85-9  and the most recent interim statements, if any, which have been
  85-10  filed in a public record or otherwise published.  The corporation
  85-11  shall be allowed a reasonable time to prepare such annual
  85-12  statements.
  85-13        G <F>.  A holder of a beneficial interest in a voting trust
  85-14  entered into pursuant to Article 2.30 of this Act shall be regarded
  85-15  as a holder of the shares represented by such beneficial interest
  85-16  for the purposes of this Article.
  85-17        SECTION 2.12.  Article 4.14, Texas Business Corporation Act,
  85-18  is amended to read as follows:
  85-19        Art. 4.14.  REORGANIZATION UNDER A FEDERAL STATUTE <Amendment
  85-20  of Articles, Merger, Share Exchange, and Dissolution Pursuant to
  85-21  Federal Reorganization Proceedings>.  A.  Authorization.
  85-22  Notwithstanding any other provision of this Act to the contrary, a
  85-23  trustee appointed for a corporation being reorganized under a
  85-24  federal statute, the designated officers of the corporation, or any
  85-25  other individual or individuals designated by the court to act on
  85-26  behalf of the corporation <a corporation being reorganized under a
  85-27  federal statute> may do any of the following without action by or
   86-1  notice to its board of directors or shareholders in order to carry
   86-2  out a plan of reorganization ordered or decreed by a court of
   86-3  competent jurisdiction under the federal statute:
   86-4              (1)  amend or restate its articles of incorporation if
   86-5  the articles after amendment or restatement contain only provisions
   86-6  required or permitted in articles;
   86-7              (2)  merge or engage in a share exchange with one or
   86-8  more domestic or foreign corporations or other entities pursuant to
   86-9  a plan of merger or exchange having such terms and provisions as
  86-10  required or permitted by Articles <Article> 5.01 and 5.02 of this
  86-11  Act;
  86-12              (3)  change the location of its registered office,
  86-13  change its registered agent, and remove or appoint any agent to
  86-14  receive service of process;
  86-15              (4)  alter, amend, or repeal its bylaws;
  86-16              (5)  constitute or reconstitute and classify or
  86-17  reclassify its board of directors, and name, constitute, or appoint
  86-18  directors and officers in place of or in addition to all or some of
  86-19  the officers or directors then in place;
  86-20              (6)  sell, lease, exchange or otherwise dispose of all,
  86-21  or substantially all, of its property and assets; <or>
  86-22              (7)  authorize and fix the terms, manner, and
  86-23  conditions of the issuance of bonds, debentures, or other
  86-24  obligations, whether or not convertible into shares of any class or
  86-25  bearing warrants or other evidences of optional rights to purchase
  86-26  or subscribe for any shares of any class; or
  86-27              (8) <(4)>  dissolve.
   87-1  Actions taken under Subsection (4) or (5) of this section are
   87-2  effective on entry of the order or decree approving the plan of
   87-3  reorganization or on another effective date as may be specified,
   87-4  without further action of the corporation, as and to the extent set
   87-5  forth in the plan of reorganization or the order or decree
   87-6  approving the plan of reorganization.
   87-7        B.  Authority to Sign Documents.  A trustee appointed for a
   87-8  corporation being reorganized under a federal statute, the
   87-9  designated officers of the corporation, or any other <The>
  87-10  individual or individuals designated by the court may sign on
  87-11  behalf of a corporation that is being reorganized:
  87-12              (1)  articles of amendment or restated articles of
  87-13  incorporation setting forth:
  87-14                    (a)  the name of the corporation;
  87-15                    (b)  the text of each amendment or the
  87-16  restatement approved by the court;
  87-17                    (c)  the date of the court's order or decree
  87-18  approving the articles of amendment or restatement;
  87-19                    (d)  the court, file name, and case number of the
  87-20  reorganization case <proceeding> in which the order or decree was
  87-21  entered; and
  87-22                    (e)  a statement that the court had jurisdiction
  87-23  of the case <proceeding> under federal statute; or
  87-24              (2)  articles of merger or exchange setting forth:
  87-25                    (a)  the name of the corporation;
  87-26                    (b)  the text of the part of the plan of
  87-27  reorganization that contains the plan of merger or exchange
   88-1  approved by the court, which shall include the information required
   88-2  by Article 5.04A or 5.16B of this Act, as applicable, but need not
   88-3  include the resolution of the board of directors referred to in
   88-4  Article 5.16B(3) of this Act;
   88-5                    (c)  the date of the court's order or decree
   88-6  approving the plan of merger or consolidation;
   88-7                    (d)  the court, file name, and case number of the
   88-8  reorganization case <proceeding> in which the order or decree was
   88-9  entered; and
  88-10                    (e)  a statement that the court had jurisdiction
  88-11  of the case <proceeding> under federal statute; or
  88-12              (3)  articles of dissolution setting forth:
  88-13                    (a)  the name of the corporation;
  88-14                    (b)  the information required by Articles
  88-15  <Article> 6.06A(1)(2) and (3) of this Act;
  88-16                    (c)  the date of the court's order or decree
  88-17  approving the articles of dissolution;
  88-18                    (d)  that the debts, obligations and liabilities
  88-19  of the corporation have been paid or discharged as provided in the
  88-20  plan of reorganization and that the remaining property and assets
  88-21  of the corporation have been distributed as provided in the plan of
  88-22  reorganization;
  88-23                    (e)  the court, file name, and case number of the
  88-24  reorganization case <proceeding> in which the order or decree was
  88-25  entered; and
  88-26                    (f)  a statement that the court had jurisdiction
  88-27  of the case <proceeding> under federal statute; or
   89-1              (4)  a statement of change of registered office or
   89-2  registered agent, or both, setting forth:
   89-3                    (a)  the name of the corporation;
   89-4                    (b)  the information required by Article 2.10A of
   89-5  this Act, as applicable, but not the information included in the
   89-6  statement referred to in Article 2.10A(7) of this Act;
   89-7                    (c)  the date of the court's order or decree
   89-8  approving the statement of change of registered office or
   89-9  registered agent, or both;
  89-10                    (d)  the court, file name, and case number of the
  89-11  reorganization case in which the order or decree was entered; and
  89-12                    (e)  a statement that the court had jurisdiction
  89-13  of the case under federal statute.
  89-14        C.  Procedure for Merger or Share Exchange.  When a domestic
  89-15  or foreign corporation or other entity that is not being
  89-16  reorganized merges or engages in a share exchange with a
  89-17  corporation that is being reorganized pursuant to a plan of
  89-18  reorganization:
  89-19              (1)  Articles 5.01, 5.02, 5.03, 5.11, 5.12, and 5.13 of
  89-20  this Act shall apply to the domestic or foreign corporation or
  89-21  other entity that is not being reorganized to the same extent they
  89-22  would apply if it were merging or engaging in a share exchange with
  89-23  a corporation that is not being reorganized;
  89-24              (2)  Article 5.06 of this Act shall apply to the
  89-25  domestic or foreign corporation or other entity that is not being
  89-26  reorganized to the same extent it would apply if that domestic or
  89-27  foreign corporation or other entity were merging or engaging in a
   90-1  share exchange with a corporation that is not being reorganized,
   90-2  except as otherwise provided in the plan of reorganization ordered
   90-3  or decreed by a court of competent jurisdiction under the federal
   90-4  statute;
   90-5              (3)  Article 5.16E of this Act shall apply to a
   90-6  subsidiary corporation that is not being reorganized to the same
   90-7  extent it would apply if that corporation were merging with a
   90-8  parent corporation that is not being reorganized;
   90-9              (4)  Upon the receipt of all required authorization for
  90-10  all action required by this Act for each corporation that is a
  90-11  party to the plan of merger or exchange that is not being
  90-12  reorganized and all action by each corporation, foreign
  90-13  corporation, or other entity that is a party to the plan of merger
  90-14  or exchange required by the laws under which it is incorporated or
  90-15  organized and its constituent documents, articles of merger or
  90-16  exchange shall be signed by each domestic or foreign corporation or
  90-17  other entity that is a party to the merger or exchange other than
  90-18  the corporation that is being reorganized as provided in Article
  90-19  5.04 of this Act and on behalf of the corporation that is being
  90-20  reorganized by the persons specified in Section B of this Article;
  90-21  <and>
  90-22              (5)  The articles of merger or exchange shall set forth
  90-23  the information required in Section B(2) of this Article;<.>
  90-24              (6) <D.  Filing.>  The articles of merger or exchange
  90-25  shall be filed with the Secretary of State in the manner and with
  90-26  such number of copies as is provided in Article 5.04B of this Act;
  90-27  and<.>
   91-1              (7) <E.  Effect.>  Upon the issuance of the certificate
   91-2  of merger or share exchange by the Secretary of State as provided
   91-3  in Article 5.04 of this Act, the merger or share exchange shall
   91-4  become effective with the same effect as if it had been adopted by
   91-5  unanimous action of the directors and shareholders of the
   91-6  corporation being reorganized.  The effectiveness of the merger or
   91-7  share exchange shall be determined as provided in Article 5.05 of
   91-8  this Act.
   91-9        D <F>.  Dissenters' Rights.  Shareholders of a corporation
  91-10  being reorganized under a federal statute do not have a right to
  91-11  dissent under Article 5.11 or 5.16E of this Act, except as the plan
  91-12  of reorganization may provide.
  91-13        E <G>.  When Applicable.  This Article shall not apply after
  91-14  the entry of a final decree in the reorganization case <proceeding>
  91-15  even though the court may retain jurisdiction of the case
  91-16  <proceeding> for limited purposes unrelated to consummation of the
  91-17  plan of reorganization.
  91-18        F <H>.  Nonexclusivity.  This Article shall not preclude
  91-19  other changes in a corporation or its securities by a plan of
  91-20  reorganization ordered or decreed by a court of competent
  91-21  jurisdiction under federal statute.
  91-22        SECTION 2.13.  Sections A, B, and G, Article 5.03, Texas
  91-23  Business Corporation Act, are amended to read as follows:
  91-24        A.  Except as provided by Section G of this Article, after
  91-25  <After> acting on a plan of merger or exchange in the manner
  91-26  prescribed by Subsection (1) of Section B of this Article, the
  91-27  board of directors of each domestic corporation that is a party to
   92-1  the merger, and the board of directors of each domestic corporation
   92-2  whose shares are to be acquired in the share exchange, shall submit
   92-3  the plan of merger <(except as provided in Section G of this
   92-4  Article)> or exchange for approval by its shareholders.
   92-5        B.  Except as provided by Section G of this Article, for
   92-6  <For> a plan of merger or exchange to be approved:
   92-7              (1)  the board of directors of the corporation may
   92-8  adopt a resolution recommending that the plan of merger or exchange
   92-9  be approved by the shareholders of the corporation, unless the
  92-10  board of directors determines that for any reason it should not
  92-11  make that recommendation, in which case the board of directors may
  92-12  adopt a resolution directing that the plan of merger or exchange be
  92-13  submitted to shareholders for approval without recommendation and,
  92-14  in connection with the submission, communicate the basis for its
  92-15  determination that the plan be submitted to shareholders without
  92-16  any recommendation; and
  92-17              (2)  <except as provided in Section G of this Article,>
  92-18  the shareholders entitled to vote on the plan of merger or exchange
  92-19  must approve the plan.
  92-20        G.  Unless the articles of incorporation otherwise require,
  92-21  approval by the shareholders of a corporation on a plan of merger
  92-22  shall not be required and the provisions of Sections A, B, C, D, E,
  92-23  and F of this Article do not apply if:
  92-24              (1)  the corporation is the sole surviving corporation
  92-25  in the merger;
  92-26              (2)  the articles of incorporation of the corporation
  92-27  will not differ from its articles of incorporation before the
   93-1  merger;
   93-2              (3)  each shareholder of the corporation whose shares
   93-3  were outstanding immediately before the effective date of the
   93-4  merger will hold the same number of shares, with identical
   93-5  designations, preferences, limitations, and relative rights,
   93-6  immediately after the effective date of the merger;
   93-7              (4)  the voting power of the number of voting shares
   93-8  outstanding immediately after the merger, plus the voting power of
   93-9  the number of voting shares issuable as a result of the merger
  93-10  (either by the conversion of securities issued pursuant to the
  93-11  merger or the exercise of rights to purchase securities issued
  93-12  pursuant to the merger), will not exceed by more than 20 percent
  93-13  the voting power of the total number of voting shares of the
  93-14  corporation outstanding immediately before the merger;
  93-15              (5)  the number of participating shares outstanding
  93-16  immediately after the merger, plus the number of participating
  93-17  shares issuable as a result of the merger (either by the conversion
  93-18  of securities issued pursuant to the merger or the exercise of
  93-19  rights to purchase securities issued pursuant to the merger), will
  93-20  not exceed by more than 20 percent the total number of
  93-21  participating shares of the corporation outstanding immediately
  93-22  before the merger; and
  93-23              (6)  the board of directors of the corporation adopts a
  93-24  resolution approving the plan of merger.
  93-25        SECTION 2.14.  Section B, Article 5.09, Texas Business
  93-26  Corporation Act, is amended to read as follows:
  93-27        B.  A transaction referred to in this Article and in Article
   94-1  5.10 of this Act shall be in the usual and regular course of
   94-2  business if the corporation shall, directly or indirectly, either
   94-3  continue to engage in one or more businesses or apply a portion of
   94-4  the consideration received in connection with the transaction to
   94-5  the conduct of a business in which it engages following the
   94-6  transaction.
   94-7        SECTION 2.15.  Section A, Article 5.10, Texas Business
   94-8  Corporation Act, is amended to read as follows:
   94-9        A.  A sale, lease, exchange, or other disposition (not
  94-10  including any pledge, mortgage, deed of trust or trust indenture
  94-11  unless otherwise provided in the articles of incorporation) of all,
  94-12  or substantially all, the property and assets, with or without the
  94-13  good will of a corporation, if not made in the usual and regular
  94-14  course of its business, may be made upon such terms and conditions
  94-15  and for such consideration, which may consist in whole or in part
  94-16  of money or property, real or personal, including shares of any
  94-17  corporation, domestic or foreign, as may be authorized in the
  94-18  following manner:
  94-19              (1)  The board of directors may adopt a resolution
  94-20  recommending that such sale, lease, exchange, or other disposition
  94-21  be approved by shareholders of the corporation, unless the board of
  94-22  directors determines that for any reason it should not make the
  94-23  recommendation in which case the board of directors may adopt a
  94-24  resolution directing that such sale, lease, exchange, or other
  94-25  disposition be submitted to shareholders without recommendation
  94-26  and, in connection with the submission, communicate the basis for
  94-27  its determination that the sale, lease, exchange or other
   95-1  disposition be submitted without recommendation.
   95-2              (2)  The board of directors may submit the proposed
   95-3  sale, lease, exchange or other disposition for authorization by the
   95-4  corporation's shareholders at a meeting of shareholders, which may
   95-5  be either an annual or a special meeting.
   95-6              (3)  Written or printed notice shall be given to each
   95-7  shareholder of record entitled to vote at such meeting within the
   95-8  time and in the manner provided for in this Act for the giving of
   95-9  notice of meetings of shareholders, and, whether the meeting be an
  95-10  annual or a special meeting shall state that the purpose, or one of
  95-11  the purposes, of such meeting is to consider the proposed sale,
  95-12  lease, exchange, or other disposition.
  95-13              (4)  At such meeting, the shareholders may authorize
  95-14  such sale, lease, exchange or other disposition and may fix, or may
  95-15  authorize the board of directors to fix, any or all of the terms
  95-16  and conditions thereof and the consideration to be received by the
  95-17  corporation therefor. Such authorization shall require the
  95-18  affirmative vote of the holders of at least two-thirds of the
  95-19  outstanding shares of the corporation entitled to vote thereon,
  95-20  unless any class or series of shares of the corporation is entitled
  95-21  to vote as a class thereon, in which event the vote required for
  95-22  authorization by the shareholders shall be the affirmative vote of
  95-23  the holders of at least two-thirds of the outstanding shares within
  95-24  each such class or series entitled to vote thereon as a class and
  95-25  at least two-thirds of the outstanding shares otherwise entitled to
  95-26  vote thereon.  Shares entitled to vote as a class shall be entitled
  95-27  to vote only as a class unless otherwise entitled to vote on each
   96-1  matter submitted to the shareholders generally or provided in the
   96-2  articles of incorporation.
   96-3              (5)  After such authorization by vote of shareholders,
   96-4  the board of directors, nevertheless, in its discretion, may
   96-5  abandon such sale, lease, exchange or other disposition of assets,
   96-6  subject to the rights of third parties under any contracts relating
   96-7  thereto, without further action or approval by shareholders.
   96-8        SECTION 2.16.  Sections A and D, Article 5.12, Texas Business
   96-9  Corporation Act, are amended to read as follows:
  96-10        A.  Any shareholder of any domestic corporation who has the
  96-11  right to dissent from any of the corporate actions referred to in
  96-12  Article 5.11 of this Act may exercise that right to dissent only by
  96-13  complying with the following procedures:
  96-14              (1)(a)  With respect to proposed corporate action that
  96-15  is submitted to a vote of shareholders at a meeting, the
  96-16  shareholder shall file with the corporation, prior to the meeting,
  96-17  a written objection to the action, setting out that the
  96-18  shareholder's right to dissent will be exercised if the action is
  96-19  effective and giving the shareholder's address, to which notice
  96-20  thereof shall be delivered or mailed in that event.  If the action
  96-21  is effected and the shareholder shall not have voted in favor of
  96-22  the action, the corporation, in the case of action other than a
  96-23  merger, or the surviving or new corporation (foreign or domestic)
  96-24  or other entity that is liable to discharge the shareholder's right
  96-25  of dissent, in the case of a merger, shall, within ten (10) days
  96-26  after the action is effected, deliver or mail to the shareholder
  96-27  written notice that the action has been effected, and the
   97-1  shareholder may, within ten (10) days from the delivery or mailing
   97-2  of the notice, make written demand on the existing, surviving, or
   97-3  new corporation (foreign or domestic) or other entity, as the case
   97-4  may be, for payment of the fair value of the shareholder's shares.
   97-5  The fair value of the shares shall be the value thereof as of the
   97-6  day immediately preceding the meeting, excluding any appreciation
   97-7  or depreciation in anticipation of the proposed action.  The demand
   97-8  shall state the number and class of the shares owned by the
   97-9  shareholder and the fair value of the shares as estimated by the
  97-10  shareholder.  Any shareholder failing to make demand within the ten
  97-11  (10) day period shall be bound by the action.
  97-12                    (b)  With respect to proposed corporate action
  97-13  that is approved pursuant to Section A of Article 9.10 of this Act,
  97-14  the corporation, in the case of action other than a merger, and the
  97-15  surviving or new corporation (foreign or domestic) or other entity
  97-16  that is liable to discharge the shareholder's right of dissent, in
  97-17  the case of a merger, shall, within ten (10) days after the date
  97-18  the action is effected, mail to each shareholder of record as of
  97-19  the effective date of the action notice of the fact and date of the
  97-20  action and that the shareholder may exercise the shareholder's
  97-21  right to dissent from the action.  The notice shall be accompanied
  97-22  by a copy of this Article and any articles or documents filed by
  97-23  the corporation with the Secretary of State to effect the action.
  97-24  If the shareholder shall not have consented to the taking of the
  97-25  action, the shareholder may, within twenty (20) days after the
  97-26  mailing of the notice, make written demand on the existing,
  97-27  surviving, or new corporation (foreign or domestic) or other
   98-1  entity, as the case may be, for payment of the fair value of the
   98-2  shareholder's shares.  The fair value of the shares shall be the
   98-3  value thereof as of the date the written consent authorizing the
   98-4  action was delivered to the corporation pursuant to Section A of
   98-5  Article 9.10 of this Act, excluding any appreciation or
   98-6  depreciation in anticipation of the <proposed> action.  The demand
   98-7  shall state the number and class of shares owned by the dissenting
   98-8  shareholder and the fair value of the shares as estimated by the
   98-9  shareholder.  Any shareholder failing to make demand within the
  98-10  twenty (20) day period shall be bound by the action.
  98-11              (2)  Within twenty (20) days after receipt by the
  98-12  existing, surviving, or new corporation (foreign or domestic) or
  98-13  other entity, as the case may be, of a demand for payment made by a
  98-14  dissenting shareholder in accordance with Subsection (1) of this
  98-15  Section, the corporation (foreign or domestic) or other entity
  98-16  shall deliver or mail to the shareholder a written notice that
  98-17  shall either set out that the corporation (foreign or domestic) or
  98-18  other entity accepts the amount claimed in the demand and agrees to
  98-19  pay that amount within ninety (90) days after the date on which the
  98-20  action was effected, and, in the case of shares represented by
  98-21  certificates, upon the surrender of the certificates duly endorsed,
  98-22  or shall contain an estimate by the corporation (foreign or
  98-23  domestic) or other entity of the fair value of the shares, together
  98-24  with an offer to pay the amount of that estimate within ninety (90)
  98-25  days after the date on which the action was effected, upon receipt
  98-26  of notice within sixty (60) days after that date from the
  98-27  shareholder that the shareholder agrees to accept that amount and,
   99-1  in the case of shares represented by certificates, upon the
   99-2  surrender of the certificates duly endorsed.
   99-3              (3)  If, within sixty (60) days after the date on which
   99-4  the corporate action was effected, the value of the shares is
   99-5  agreed upon between the shareholder and the existing, surviving, or
   99-6  new corporation (foreign or domestic) or other entity, as the case
   99-7  may be, payment for the shares shall be made within ninety (90)
   99-8  days after the date on which the action was effected and, in the
   99-9  case of shares represented by certificates, upon surrender of the
  99-10  certificates duly endorsed.  Upon payment of the agreed value, the
  99-11  shareholder shall cease to have any interest in the shares or in
  99-12  the corporation.
  99-13        D.  The appraisers shall determine the fair value of the
  99-14  shares of the shareholders adjudged by the court to be entitled to
  99-15  payment for their shares and shall file their report of that value
  99-16  in the office of the clerk of the court.  Notice of the filing of
  99-17  the report shall be given by the clerk to the parties in interest.
  99-18  The report shall be subject to exceptions to be heard before the
  99-19  court both upon the law and the facts.  The court shall by its
  99-20  judgment determine the fair value of the shares of the shareholders
  99-21  entitled to payment for their shares and shall direct the payment
  99-22  of that value by the existing, surviving, or new corporation
  99-23  (foreign or domestic) or other entity, together with interest
  99-24  thereon, beginning 91 days after the date on which the applicable
  99-25  corporate action from which the shareholder elected to dissent was
  99-26  effected to the date of such judgment, to the shareholders entitled
  99-27  to payment.  The judgment shall be payable to the holders of
  100-1  uncertificated shares immediately but to the holders of shares
  100-2  represented by certificates only upon, and simultaneously with, the
  100-3  surrender to the existing, surviving, or new corporation (foreign
  100-4  or domestic) or other entity, as the case may be, of duly endorsed
  100-5  certificates for those shares.  Upon payment of the judgment, the
  100-6  dissenting shareholders shall cease to have any interest in those
  100-7  shares or in the corporation.  The court shall allow the appraisers
  100-8  a reasonable fee as court costs, and all court costs shall be
  100-9  allotted between the parties in the manner that the court
 100-10  determines to be fair and equitable.
 100-11        SECTION 2.17.  Article 5.13, Texas Business Corporation Act,
 100-12  is amended to read as follows:
 100-13        Art. 5.13.  Provisions Affecting Remedies of Dissenting
 100-14  Shareholders.  A.  Any shareholder who has demanded payment for his
 100-15  shares in accordance with either Article 5.12 or 5.16 of this Act
 100-16  shall not thereafter be entitled to vote or exercise any other
 100-17  rights of a shareholder except the right to receive payment for his
 100-18  shares pursuant to the provisions of those articles <said Article
 100-19  5.12> and the right to maintain an appropriate action to obtain
 100-20  relief on the ground that the corporate action would be or was
 100-21  fraudulent, and the respective shares for which payment has been
 100-22  demanded shall not thereafter be considered outstanding for the
 100-23  purposes of any subsequent vote of shareholders.
 100-24        B.  Upon receiving a demand for payment from any dissenting
 100-25  shareholder, the corporation shall make an appropriate notation
 100-26  thereof in its shareholder records.  Within twenty (20) days after
 100-27  demanding payment for his shares in accordance with either Article
  101-1  5.12 or 5.16 of this Act, each holder of certificates representing
  101-2  shares so demanding payment shall submit such certificates to the
  101-3  corporation for notation thereon that such demand has been made.
  101-4  The failure of holders of certificated shares to do so shall, at
  101-5  the option of the corporation, terminate such shareholder's rights
  101-6  under Articles <Article> 5.12 and 5.16 of this Act unless a court
  101-7  of competent jurisdiction for good and sufficient cause shown shall
  101-8  otherwise direct.  If uncertificated shares for which payment has
  101-9  been demanded or shares represented by a certificate on which
 101-10  notation has been so made shall be transferred, any new certificate
 101-11  issued therefor shall bear similar notation together with the name
 101-12  of the original dissenting holder of such shares and a transferee
 101-13  of such shares shall acquire by such transfer no rights in the
 101-14  corporation other than those which the original dissenting
 101-15  shareholder had after making demand for payment of the fair value
 101-16  thereof.
 101-17        C.  Any shareholder who has demanded payment for his shares
 101-18  in accordance with either Article 5.12 or 5.16 of this Act may
 101-19  withdraw such demand at any time before payment for his shares or
 101-20  before any petition has been filed pursuant to Article 5.12 or 5.16
 101-21  of this Act asking for a finding and determination of the fair
 101-22  value of such shares, but no such demand may be withdrawn after
 101-23  such payment has been made or, unless the corporation shall consent
 101-24  thereto, after any such petition has been filed.  If, however, such
 101-25  demand shall be withdrawn as hereinbefore provided, or if pursuant
 101-26  to Section B of this Article the corporation shall terminate the
 101-27  shareholder's rights under Article 5.12 or 5.16 of this Act, as the
  102-1  case may be, or if no petition asking for a finding and
  102-2  determination of fair value of such shares by a court shall have
  102-3  been filed within the time provided in Article 5.12 or 5.16 of this
  102-4  Act, as the case may be, or if after the hearing of a petition
  102-5  filed pursuant to Article 5.12 or 5.16, the court shall determine
  102-6  that such shareholder is not entitled to the relief provided by
  102-7  those articles <Article 5.12>, then, in any such case, such
  102-8  shareholder and all persons claiming under him shall be
  102-9  conclusively presumed to have approved and ratified the corporate
 102-10  action from which he dissented and shall be bound thereby, the
 102-11  right of such shareholder to be paid the fair value of his shares
 102-12  shall cease, and his status as a shareholder shall be restored
 102-13  without prejudice to any corporate proceedings which may have been
 102-14  taken during the interim, and such shareholder shall be entitled to
 102-15  receive any dividends or other distributions made to shareholders
 102-16  in the interim.
 102-17        SECTION 2.18.  Sections B, E, and F, Article 5.16, Texas
 102-18  Business Corporation Act, are amended to read as follows:
 102-19        B.  Signature of articles; contents.  The articles of merger
 102-20  shall be signed on behalf of the parent corporation by an officer
 102-21  and shall set forth:
 102-22              (1)  The name of the parent corporation, and the name
 102-23  or names of the subsidiary corporations and the respective
 102-24  jurisdiction under which each such corporation is organized.
 102-25              (2)  The number of outstanding shares of each class of
 102-26  each subsidiary corporation and the number of such shares of each
 102-27  class owned by the parent corporation.
  103-1              (3)  A copy of the resolution adopted by the board of
  103-2  directors of the parent corporation to so merge and the date of the
  103-3  adoption thereof.  If the parent corporation does not own all the
  103-4  outstanding shares of each class of each subsidiary corporation
  103-5  that is a party to the merger, the resolution shall state the terms
  103-6  and conditions of the merger, including the <securities,> cash or
  103-7  other property, including shares, obligations, evidences of
  103-8  ownership, rights to purchase securities, or other securities of
  103-9  any person or entity or any combination of the shares, obligations,
 103-10  evidences of ownership, rights, or other securities, to be used,
 103-11  paid or delivered by the surviving corporation upon surrender of
 103-12  each share of the subsidiary corporation or corporations not owned
 103-13  by the parent corporation.
 103-14              (4)  If the surviving corporation is a foreign
 103-15  corporation, the address, including street number if any, of its
 103-16  registered or principal office in the jurisdiction under whose laws
 103-17  it is governed.  If the surviving corporation is a foreign
 103-18  corporation, on the merger taking effect the surviving foreign
 103-19  corporation is deemed to (a) appoint the Secretary of State of this
 103-20  state as its agent for service of process to enforce an obligation
 103-21  or the rights of dissenting shareholders of each domestic
 103-22  corporation that is a party to the merger, and (b) agree that it
 103-23  will promptly pay to the dissenting shareholders of each domestic
 103-24  corporation that is a party to the merger the amount, if any, to
 103-25  which they are entitled under this Article  <It shall comply also
 103-26  with the provisions of Section D of Article 5.01 of this Act>.
 103-27              (5)  If a plan of merger is required by Section A of
  104-1  this Article to be adopted in the manner required by Article 5.03
  104-2  of this Act, the information required by Section A of Article 5.04
  104-3  of this Act.
  104-4        E.  Remedy of minority shareholders.  In the event all of the
  104-5  shares of a subsidiary domestic corporation that is a party to a
  104-6  merger effected under this Article are not owned by the parent
  104-7  corporation immediately prior to the merger, the surviving
  104-8  corporation (foreign or domestic) shall, within ten (10) days after
  104-9  the effective date of the merger, mail to each shareholder of
 104-10  record of each subsidiary domestic corporation a copy of the
 104-11  articles of merger and notify the shareholder <him> that the merger
 104-12  has become effective.  Any <In case any> such shareholder who holds
 104-13  shares of a class or series that would have been entitled to vote
 104-14  on the merger if it had been effected pursuant to Article 5.03 of
 104-15  this Act shall have the right <and who elects> to dissent from the
 104-16  merger and demand payment of the fair value for his shares in lieu
 104-17  of the <securities,> cash or other property to be used, paid or
 104-18  delivered to such shareholder upon the surrender of such
 104-19  shareholder's shares pursuant to the terms and conditions of the
 104-20  merger, with the following procedure <shall be followed>:
 104-21              (1)  Such shareholder shall within twenty (20) days
 104-22  after the mailing of the notice and copy of the articles of merger
 104-23  make written demand on the surviving corporation, domestic or
 104-24  foreign, for payment of the fair value of his shares.  The fair
 104-25  value of the <such> shares shall be the value thereof as of the day
 104-26  before the effective date of the merger, excluding any appreciation
 104-27  or depreciation in anticipation of such <proposed> act.  The <Such>
  105-1  demand shall state the number and class of the shares owned by the
  105-2  dissenting shareholder and the fair value of such shares as
  105-3  estimated by him.  Any shareholder failing to make demand within
  105-4  the twenty (20) day period shall be bound by the <such> corporate
  105-5  action.
  105-6              (2)  Within ten (10) days after receipt by the
  105-7  surviving corporation of a demand for payment by the dissenting
  105-8  shareholder of the fair value of his shares <made by such
  105-9  dissenting shareholder> in accordance with Subsection (1) of this
 105-10  section, the <hereof, such> corporation (foreign or domestic) shall
 105-11  deliver or mail to the <such> dissenting shareholder a written
 105-12  notice which shall either set out that the corporation (foreign or
 105-13  domestic) accepts the amount claimed in the <such> demand and
 105-14  agrees to pay such amount within ninety (90) days after the date on
 105-15  which the <such> corporate action was effected and, in the case of
 105-16  shares represented by certificates, upon the surrender of the
 105-17  shares certificates duly endorsed, or shall contain an estimate by
 105-18  the corporation of the fair value of such shares, together with an
 105-19  offer to pay the amount of that <such> estimate within ninety (90)
 105-20  days after the date on which such corporate <corporation> action
 105-21  was effected, upon receipt of notice within sixty (60) days after
 105-22  that <such> date from the <such> shareholder that the shareholder
 105-23  <he> agrees to accept that <such> amount and, in the case of shares
 105-24  represented by certificates, upon the surrender of the shares
 105-25  certificates duly endorsed.
 105-26              (3)  If, within sixty (60) days after the date on which
 105-27  the <such> corporate action was effected, the value of the <such>
  106-1  shares is agreed upon between the dissenting shareholder and the
  106-2  surviving corporation (foreign or domestic), payment for the shares
  106-3  <therefor> shall be made within ninety (90) days after the date on
  106-4  which the <such> corporate action was effected and, in the case of
  106-5  shares represented by certificates, upon surrender of his
  106-6  certificate or certificates representing such shares.  Upon payment
  106-7  of the agreed value, the dissenting shareholder shall cease to have
  106-8  any interest in such shares or in the corporation.
  106-9              (4)  If, within <such period of> sixty (60) days after
 106-10  the date on which such corporate action was effected, the
 106-11  shareholder and the surviving corporation (foreign or domestic) do
 106-12  not so agree, then the dissenting shareholder or the corporation
 106-13  (foreign or domestic) may, within sixty (60) days after the
 106-14  expiration of the sixty (60) day period, file a petition in any
 106-15  court of competent jurisdiction in the county in which the
 106-16  principal office of the corporation is located, asking for a
 106-17  finding and determination of the fair value of the shareholder's
 106-18  <such> shares as provided in Section B of Article 5.12 of this Act
 106-19  and thereupon the parties shall have the rights and duties and
 106-20  follow the procedure set forth in Sections B to D inclusive of
 106-21  Article 5.12 <and set forth in Article 5.13>.
 106-22              (5)  In the absence of fraud in the transaction, the
 106-23  remedy provided by this Article to a shareholder objecting to the
 106-24  <such> corporate action is the exclusive remedy for the recovery of
 106-25  the value of his shares or money damages to the <such> shareholder
 106-26  with respect to the <such> corporate action.  If<; and if> the
 106-27  surviving corporation (foreign or domestic) complies with the
  107-1  requirements of this Article, any such shareholder who fails to
  107-2  comply with the requirements of this Article shall not be entitled
  107-3  to bring suit for the recovery of the value of his shares or money
  107-4  damages to such shareholder with respect to such corporate action.
  107-5        F.  Dissenting shareholders.  If a plan of merger is required
  107-6  by Section A of this Article to be adopted in the manner required
  107-7  by Article 5.03 of this Act, the provisions of Articles 5.11 and<,>
  107-8  5.12<, and 5.13> of this Act shall apply to the rights of the
  107-9  shareholders of the parent corporation to dissent from such merger.
 107-10  Except as otherwise provided in this Article, the provisions of
 107-11  Articles 5.11 and<,> 5.12 <and 5.13> of this Act shall not be
 107-12  applicable to a merger effected under the provisions of this
 107-13  Article.  The provisions of Article 5.13 of this Act shall be
 107-14  applicable to any merger effected under the provisions of this
 107-15  Article to the extent provided in Article 5.13 of this Act.
 107-16        SECTION 2.19.  Sections D and F, Article 7.12, Texas Business
 107-17  Corporation Act, are amended to read as follows:
 107-18        D.  A dissolved corporation may give written notice to a
 107-19  person having or asserting an existing claim against the dissolved
 107-20  corporation to present such existing claim to the dissolved
 107-21  corporation in accordance with the notice.  The notice shall be
 107-22  sent by registered or certified mail, return receipt requested, to
 107-23  the person having or asserting the existing claim at such person's
 107-24  last known address, and the notice shall:
 107-25              (1)  state that such person's <such> claim against the
 107-26  dissolved corporation must be presented in writing to the dissolved
 107-27  corporation on or before the date stated in the notice, which shall
  108-1  be not earlier than 120 days after the date the notice is sent to
  108-2  such person;
  108-3              (2)  state that the written presentation of the claim
  108-4  must describe such claim in sufficient detail to reasonably inform
  108-5  the dissolved corporation of the identity of such person and of the
  108-6  nature and amount of the claim;
  108-7              (3)  state a mailing address where the written
  108-8  presentation of the person's claim against the dissolved
  108-9  corporation is to be sent; <and>
 108-10              (4)  state that if the written presentation of the
 108-11  claim is not received at such address on or before the date stated
 108-12  in the notice, the claim will be extinguished; and
 108-13              (5)  be accompanied by a copy of this Section D.
 108-14        If a written presentation of such person's claim against the
 108-15  dissolved corporation that meets the requirements of this section
 108-16  is received at the address of the dissolved corporation stated in
 108-17  the notice on or before the date stated in the notice, the
 108-18  dissolved corporation may thereafter give written notice to such
 108-19  person that such claim is rejected by the dissolved corporation.
 108-20  The notice shall be sent by registered or certified mail, return
 108-21  receipt requested, addressed to such person at such person's last
 108-22  known address, and the notice shall state:
 108-23                    (1)  that such claim is rejected by the dissolved
 108-24  corporation;
 108-25                    (2)  that such claim will be extinguished unless
 108-26  an action or proceeding on such claim is brought within 180 days
 108-27  after the date such notice of rejection was sent to such person and
  109-1  before the expiration of the three-year period following the date
  109-2  of dissolution; and
  109-3                    (3)  the date such notice of rejection was sent
  109-4  and the date of dissolution.
  109-5        Such person's claim against the dissolved corporation shall
  109-6  be extinguished if (a) a written presentation of that claim meeting
  109-7  the requirements of this section is not received at the address of
  109-8  the dissolved corporation stated in the notice to such person on or
  109-9  before the date stated in the notice or (b) an action or proceeding
 109-10  on such claim is not brought within 180 days after the date a
 109-11  notice of rejection was sent to such person and before the
 109-12  expiration of the three-year period following the date of
 109-13  dissolution.
 109-14        F.  In this Article:
 109-15              (1)  The term "dissolved corporation" means a
 109-16  corporation (a) that was voluntarily dissolved by the issuance of a
 109-17  certificate of dissolution by the Secretary of State and was not
 109-18  issued a certificate of revocation of dissolution pursuant to
 109-19  Section C of Article 6.05 of this Act, (b) that was involuntarily
 109-20  dissolved by the Secretary of State and was not reinstated pursuant
 109-21  to Section E of Article 7.01 of this Act, (c) that was dissolved by
 109-22  decree of a court when the court has not liquidated all the assets
 109-23  and business of the corporation as provided in this Act, <or> (d)
 109-24  that was dissolved by the expiration of its period of duration and
 109-25  has not revived its existence as provided in this Act, or (e) whose
 109-26  charter was forfeited pursuant to the Tax Code, unless the
 109-27  forfeiture has been set aside.
  110-1              (2)  The term "claim" means a right to payment,
  110-2  damages, or property, whether liquidated or unliquidated, accrued
  110-3  or contingent, matured or unmatured.
  110-4              (3)  The term "existing claim" means a claim that
  110-5  existed before dissolution and is not otherwise barred by
  110-6  limitations or a contractual obligation incurred after dissolution.
  110-7        SECTION 2.20.  Section A, Article 8.14, Texas Business
  110-8  Corporation Act, is amended to read as follows:
  110-9        A.  A foreign corporation authorized to transact business in
 110-10  this state may withdraw from this state upon procuring from the
 110-11  Secretary of State a certificate of withdrawal.  In order to
 110-12  procure such certificate of withdrawal, such foreign corporation
 110-13  shall deliver to the Secretary of State an application for
 110-14  withdrawal, which shall set forth:
 110-15              (1)  The name of the corporation and the state or
 110-16  country under the laws of which it is incorporated;
 110-17              (2)  That the corporation is not transacting business
 110-18  in this state;
 110-19              (3)  That the corporation surrenders its authority to
 110-20  transact business in this state;
 110-21              (4)  That the corporation revokes the authority of its
 110-22  registered agent in this state to accept service of process and
 110-23  consents that service of process in any action, suit, or proceeding
 110-24  based upon any cause of action arising in this state during the
 110-25  time the corporation was authorized to transact business in this
 110-26  state may thereafter be made on such corporation by service thereof
 110-27  on the Secretary of State;
  111-1              (5)  A post office address to which the Secretary of
  111-2  State may mail a copy of any process against the corporation that
  111-3  may be served on him;
  111-4              (6)  A statement that all sums due, or accrued, to this
  111-5  state have been paid, or that adequate provision has been made for
  111-6  the payment thereof; and
  111-7              (7)  A statement that all known creditors or claimants
  111-8  have been paid or provided for <and that the corporation is not
  111-9  involved in or threatened with litigation in any court in this
 111-10  state>.
 111-11        SECTION 2.21.  Section A, Article 10.03, Texas Business
 111-12  Corporation Act, is amended to read as follows:
 111-13        A.  The effectiveness of (i) the incorporation of a
 111-14  corporation under this Act, (ii) an amendment to a corporation's
 111-15  articles of incorporation, including an amendment effected pursuant
 111-16  to a statement of resolution establishing a series of shares, (iii)
 111-17  the restatement of articles of incorporation of a corporation, (iv)
 111-18  a merger or share exchange, (v) a cancellation of redeemable or
 111-19  reacquired shares or a reduction in stated capital, (vi) a
 111-20  voluntary dissolution, (vii) the authorization or withdrawal of a
 111-21  foreign corporation to transact business in this State, (viii) an
 111-22  amendment to the certificate of authority of a foreign corporation,
 111-23  (ix) a bylaw or agreement restricting the transfer of shares or
 111-24  securities of a corporation pursuant to this Act, (x) a change in
 111-25  registered office or registered agent, or (xi) a change of address
 111-26  of a registered agent (each such act or document being a "Permitted
 111-27  Act") may be made effective as of a time and date after the time
  112-1  and date otherwise provided in this Act or may be made effective
  112-2  upon the occurrence of events or facts that may occur in the
  112-3  future, which events or facts may include future acts of any person
  112-4  or entity, if:
  112-5              (1)  the articles, statement, application, <(i)> or
  112-6  other filing that is required by this Act to be filed with the
  112-7  Secretary of State to make effective such Permitted Act clearly and
  112-8  expressly set forth, in addition to any other statement or
  112-9  information required to be set forth therein, (i) the time and date
 112-10  on which such Permitted Act is to become effective or (ii) if such
 112-11  Permitted Act is to become effective upon the occurrence of events
 112-12  or facts that may occur in the future, (a) the manner in which such
 112-13  events or facts shall operate to cause such Permitted Act to become
 112-14  effective and (b) the date of the 90th day after the date of the
 112-15  filing of such articles, statement, application or other filing;
 112-16              (2)  in the case of a Permitted Act that is to become
 112-17  effective as of a time or date after the time and date otherwise
 112-18  provided in this Act, (i) such subsequent time and date is not more
 112-19  than 90 days after the date of the filing of the articles,
 112-20  statement, application, or other filing that is otherwise required
 112-21  by this Act to be filed with the Secretary of State to make
 112-22  effective such Permitted Act and (ii) the time on which the
 112-23  Permitted Act is to become effective is not midnight or 12:00 p.m.;
 112-24  and
 112-25              (3)  in the case of a Permitted Act that is to be made
 112-26  effective upon the occurrence of events or facts that may occur in
 112-27  the future, other than the mere passage of time, a statement that
  113-1  all such events or facts upon which the effectiveness of such
  113-2  Permitted Act is conditioned have been satisfied or waived, and of
  113-3  the date on which such condition was satisfied or waived, is filed
  113-4  with the Secretary of State within 90 days of the date of the
  113-5  filing of the articles, statement, application or other filing that
  113-6  is otherwise required by this Act for such Permitted Act to become
  113-7  effective.
  113-8        SECTION 2.22.  Section 8(E), Texas Professional Association
  113-9  Act (Article 1528f, Vernon's Texas Civil Statutes), is amended to
 113-10  read as follows:
 113-11        (E)  Execution.  The articles of association shall be signed
 113-12  <and verified> by each of the members.
 113-13        SECTION 2.23.  Section 15, Texas Professional Association Act
 113-14  (Article 1528f, Vernon's Texas Civil Statutes), is amended to read
 113-15  as follows:
 113-16        Sec. 15.  Articles of Amendment.  The articles <Articles> of
 113-17  amendment shall be executed on behalf of <by> the association by an
 113-18  officer <by its president or a vice-president and by its secretary
 113-19  or an assistant secretary, and certified by one of the officers
 113-20  signing such articles,> and shall set forth:
 113-21              (1)  The name and address of the association;
 113-22              (2)  If the amendment alters any provision of the
 113-23  original or amended articles of association, an identification by
 113-24  reference or description of the altered provision and a statement
 113-25  of its text as it is amended to read.  If the amendment is an
 113-26  addition to the original or amended articles of association, a
 113-27  statement of that fact and the full text of each provision added;
  114-1              (3)  The date of the adoption of the amendment; and
  114-2              (4)  A statement that the amendment was adopted in
  114-3  accordance with the procedure for amendment stated in the articles
  114-4  of association, or, if none is stated therein, a statement that the
  114-5  amendment was adopted by two-thirds vote of its members.
  114-6        SECTION 2.24.  Section 18, Texas Professional Association Act
  114-7  (Article 1528f, Vernon's Texas Civil Statutes), is amended to read
  114-8  as follows:
  114-9        Sec. 18.  Articles of Dissolution.  The articles of
 114-10  dissolution shall be executed on behalf of <by> the association by
 114-11  an officer <its president or a vice-president and by its secretary
 114-12  or an assistant secretary, and verified by one of the officers
 114-13  signing such articles>.  If there are no living officers of the
 114-14  association, the articles shall be executed by the legal
 114-15  representative of the last surviving officer.  The articles of
 114-16  dissolution shall set forth:
 114-17              (1)  The name and address of the association;
 114-18              (2)  The names and respective addresses of its
 114-19  officers;
 114-20              (3)  The names and respective addresses of the members
 114-21  of its Board of Directors or Executive Committee; and
 114-22              (4)  A statement that the association is dissolving in
 114-23  accordance with its articles of association or, if there is no
 114-24  dissolution provision in the articles, by two-thirds vote of its
 114-25  members.
 114-26        SECTION 2.25.  The Texas Professional Association Act
 114-27  (Article 1528f, Vernon's Texas Civil Statutes) is amended by adding
  115-1  Section 26 to read as follows:
  115-2        Sec. 26.  PENALTY FOR SIGNING FALSE DOCUMENT.  (A)  A person
  115-3  commits an offense if the person signs a document the person knows
  115-4  is false in any material respect with intent that the document be
  115-5  delivered on behalf of a professional association to the Secretary
  115-6  of State for filing.
  115-7        (B)  An offense under this section is a Class A misdemeanor.
  115-8        SECTION 2.26.  The change in law made by Section 2.05 of this
  115-9  Act, amending Sections A and B, Article 2.21, Texas Business
 115-10  Corporation Act, applies to the liability of a shareholder,
 115-11  beneficial interest owner, or subscriber for a contractual
 115-12  obligation of a corporation entered into before, on, or after the
 115-13  effective date of this Act unless the liability has been finally
 115-14  adjudicated by a court of competent jurisdiction before the
 115-15  effective date of this Act.
 115-16        SECTION 2.27.  Section 21, Texas Professional Association Act
 115-17  (Article 1528f, Vernon's Texas Civil Statutes), is amended to read
 115-18  as follows:
 115-19        Sec. 21.  ANNUAL STATEMENT.  A professional association shall
 115-20  in June of each year file with the Secretary of State a statement
 115-21  showing the name and address of the association; the names and
 115-22  addresses of all members of the association, and all officers and
 115-23  all members of the Board of Directors or Executive Committee; and
 115-24  shall state <certify> that all members are licensed to perform the
 115-25  type of professional service for which the association is formed.
 115-26  The statement shall be on such form as the Secretary of State shall
 115-27  prescribe and furnish.  It shall be executed on behalf of the
  116-1  association by an officer <signed by the president or a
  116-2  vice-president and by the secretary or an assistant secretary of
  116-3  the association, and verified by one of the officers signing the
  116-4  statement>.
  116-5                 ARTICLE 3.  EFFECTIVE DATE; EMERGENCY
  116-6        SECTION 3.01.  This Act takes effect September 1, 1993.
  116-7        SECTION 3.02.  The importance of this legislation and the
  116-8  crowded condition of the calendars in both houses create an
  116-9  emergency and an imperative public necessity that the
 116-10  constitutional rule requiring bills to be read on three several
 116-11  days in each house be suspended, and this rule is hereby suspended.