BUSINESS ORGANIZATIONS CODE
CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS
§ 302.001. APPLICABILITY OF CERTAIN PROVISIONS
GOVERNING FOR-PROFIT CORPORATIONS. The provisions of Chapters 20
and 21 governing a for-profit corporation apply to a professional
association, unless there is a conflict with this title.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.002. DURATION OF PROFESSIONAL ASSOCIATION. A
professional association continues:
(1) for all purposes as a separate entity independent
of the association's members until:
(A) the expiration of the period of duration
stated in the certificate of formation; or
(B) the association is wound up and terminated in
the manner provided by the certificate of formation or, if the
certificate of formation does not provide a manner for winding up
and termination, by a two-thirds vote of the association's members;
and
(2) in existence notwithstanding:
(A) the death, insanity, incompetency, felony
conviction, resignation, withdrawal, transfer of ownership
interest, or expulsion of a member other than the last surviving
member of the association;
(B) the admission of a new member or the transfer
of ownership interest to a new or existing member; or
(C) the occurrence of an event that would require
the winding up of a partnership under state law or similar
circumstances.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.003. AMENDMENT OF CERTIFICATE OF
FORMATION. (a) A professional association may amend the
association's certificate of formation as provided by:
(1) Chapter 3;
(2) the procedure for amendment stated in the
certificate of formation; or
(3) if the certificate of formation does not provide a
procedure for amending the certificate, a two-thirds vote of the
association's members.
(b) A professional association is not required to amend the
association's certificate of formation to reflect a change in
membership or a transfer of ownership interests in the association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.004. ADOPTION OF BYLAWS; DELEGATION OF
AUTHORITY. (a) The members of a professional association may
adopt bylaws for the association.
(b) The authority to adopt bylaws for a professional
association granted under Subsection (a) may be delegated under the
certificate of formation to the governing authority of the
association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.005. GOVERNING AUTHORITY. (a) A professional
association shall be governed by:
(1) a board of directors; or
(2) an executive committee.
(b) The governing authority of a professional association
shall be elected by the members of the association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.006. MEMBERS' VOTING RIGHTS. A member of a
professional association is entitled to cast a vote at a meeting of
the members as provided by the certificate of formation of the
association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.007. ELECTION OF OFFICERS. The governing
authority of a professional association shall elect the officers of
the association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY
REQUIREMENTS. (a) Only a member of the professional association
is eligible to serve as an officer or governing person of a
professional association.
(b) Except as provided by Subsection (c), a person is not
required to be a governing person of a professional association to
serve as an officer of the association.
(c) Only a governing person of a professional association is
eligible to serve as the president of the professional association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES. The
officers of a professional association may employ agents or
employees for the association as the officers consider advisable.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.010. LIMITATION ON MEMBER'S POWER TO BIND
ASSOCIATION. A member of a professional association is not
entitled to bind the association within the scope of the
association's business or profession merely by virtue of being a
member of the professional association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.011. DIVISION OF PROFITS. The members of a
professional association shall divide the profits derived from the
association in the manner provided by the governing documents of
the association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.012. ANNUAL STATEMENT REQUIRED. (a) In June of
each year, a professional association shall file with the secretary
of state a statement that:
(1) lists:
(A) the name and address of each member of the
association; and
(B) the name of each officer and governing person
of the association; and
(2) states that each member of the association is
licensed to provide the same type of professional service provided
by the association.
(b) The statement required by this section must be executed
by an officer of the association on behalf of the association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF
TERMINATION. (a) A professional association may wind up and
terminate the association's business as provided by:
(1) the association's certificate of formation; or
(2) if the certificate of formation does not provide
for the winding up and termination of the association, a two-thirds
vote of the association's members.
(b) Except as provided by Subsection (c), a certificate of
termination filed in accordance with Chapter 11 must be executed by
an officer of the professional association on behalf of the
association.
(c) If a professional association does not have any living
officer, the certificate of termination must be executed by the
legal representative of the last surviving officer of the
association.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
