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Texas Business Organizations Code - Section 6.252. Voting Agreements

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§ 6.252. VOTING AGREEMENTS.  (a) Except as provided by 
this code or the governing documents, any number of owners of an 
entity, or any number of owners of the entity and the entity itself, 
may enter into a written voting agreement to provide the manner of 
voting of the ownership interests of the entity.  A voting agreement 
entered into under this subsection is not part of the governing 
documents of the entity.
	(b)  A copy of a voting agreement entered into under 
Subsection (a):         
		(1)  shall be deposited with the entity at the entity's 
principal executive office or registered office;  and
		(2)  is subject to examination by an owner, whether in 
person or by the owner's agent or attorney, in the same manner as 
the owner is entitled to examine the books and records of the 
entity.
	(c)  A voting agreement entered into under Subsection (a) is 
specifically enforceable against the holder of an ownership 
interest that is the subject of the agreement, and any successor or 
transferee of the holder, if:
		(1)  the voting agreement is noted conspicuously on the 
certificate representing the ownership interests;  or
		(2)  a notation of the voting agreement is contained in 
a notice sent by or on behalf of the entity, if the ownership 
interest is not represented by a certificate.
	(d)  Except as provided by Subsection (e), a voting agreement 
entered into under Subsection (a) is specifically enforceable 
against any person, other than a transferee for value, after the 
time the person acquires actual knowledge of the existence of the 
agreement.
	(e)  An otherwise enforceable voting agreement entered into 
under Subsection (a) is not enforceable against a transferee for 
value without actual knowledge of the existence of the agreement at 
the time of the transfer, or any subsequent transferee, without 
regard to value, if the voting agreement is not noted as required by 
Subsection (c).
	(f)  Section 6.251 does not apply to a voting agreement 
entered into under Subsection (a).

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007