CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS
BUSINESS ORGANIZATIONS CODE
TITLE 7. PROFESSIONAL ENTITIES
CHAPTER 302. PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A
professional association may amend the association's certificate
of formation as provided by Chapter 3 and:
(1) by the procedure for amendment stated in the certificate of
formation; or
(2) if the certificate of formation does not provide a procedure
for amending the certificate, by 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch.
64, Sec. 99, eff. January 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Sec. 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, Sec. 1, eff. Jan. 1, 2006.