S.B. No. 1442
governing persons or committee members to authorize the contract or
transaction, if:
(1) the material facts as to the relationship or
interest described by Subsection (a) and as to the contract or
transaction are disclosed to or known by:
(A) the company's governing authority or a
committee of the governing authority and the governing authority or
committee in good faith authorizes the contract or transaction by
the approval [(-ffi- ati-- v --te] of the majority of the
disinterested governing persons or committee members, regardless
of whether the disinterested governing persons or committee members
constitute a quorum; or
(B) the members of the company, and the members
in good faith approve the contract or transaction by vote of the
members; or
(2) the contract or transaction is fair to the company
when' the contract or transaction is authorized, approved, or
ratified by the governing authority, a committee of the governing
authority, or the members of the company.
SECTION 45. Chapter 101, Business Organizations Code, is
amended by adding Subchapter M to read as follows:
SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP
INTERESTS, OR ASSETS. (a) A company agreement may establish or
provide for the establishment of one or more designated series of
members, managers, membership interests, or assets that:
(1) has separate rights, powers, or duties with
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