81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84 Page: 28 of 64
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S.B. No. 1442
1 (B) the shareholders entitled to vote on the
2 authorization of the contract or transaction, and the contract or
3 transaction is specifically approved in good faith by a vote of the
4 shareholders; or
5 (2) the contract or transaction is fair to the
6 corporation when the contract or transaction is authorized,
7 approved, or ratified by the board of directors, a committee of the
8 board of directors, or the shareholders.
9 (SECTION 38. Subsection (a), Section 101.054, Business
10 Organizations Code, is amended to read as follows:
11 (a) Except as provided iby his section, the following
12 provisions may not be waived or modified in the company agreement of
13 a limited liability company:
14 (1) this section;
15 (2) Section 101.101 [-10B40.L4(O)], 101.151, 101.206,
16 101.501, or 101.502;
17 (3) Chapter 1, if the provision is used to interpret a
18 provision or define a word or phrase contained in a section listed
19 in this subsection;
20 (4) Chapter 2, except that Section 2.104(c)(2),
21 2.104(c)(3), or 2.113 may be waived or modified in the company
23 (5) Chapter 3, except that Subchapters C and E may be
24 waived or modified in the company agreement; or
25 (6) Chapter 4, 5, 7, 10, 11, or 12, other than Section
27 SECTION 39. Section 101.106, Business Organizations Code,
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Texas. Legislature. Senate. 81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84, legislative document, May 20, 2009; [Austin, Texas]. (texashistory.unt.edu/ark:/67531/metapth310916/m1/28/: accessed April 21, 2018), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.