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Texas Business Organizations Code - Section 8.001. Definitions

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§ 8.001. DEFINITIONS.  In this chapter:                                     
		(1)  "Delegate" means a person who, while serving as a 
governing person of an enterprise, is or was serving as a 
representative of the enterprise at the request of that enterprise 
at another enterprise or another organization or to an employee 
benefit plan.  A person is a delegate to an employee benefit plan if 
the performance of the person's official duties to the enterprise 
also imposes duties on or otherwise involves service by the person 
to the plan or participants in or beneficiaries of the plan.
		(2)  "Enterprise" means a domestic entity or an 
organization subject to this chapter, including a predecessor 
domestic entity or organization.
		(3)  "Expenses" includes:                                                     
			(A)  court costs, a judgment, a penalty, a 
settlement, a fine, and an excise or similar tax, including an 
excise tax assessed against the person with respect to an employee 
benefit plan;  and
			(B)  reasonable attorney's fees.                                             
		(4)  "Former governing person" means a person who was a 
governing person of an enterprise.
		(5)  "Judgment" includes an arbitration award.                                
		(6)  "Official capacity" means:                                               
			(A)  with respect to a governing person, the 
office of the governing person in the enterprise or the exercise of 
authority by or on behalf of the governing person under this code or 
the governing documents of the enterprise;  and
			(B)  with respect to a person other than a 
governing person, the elective or appointive office, if any, in the 
enterprise held by the person or the relationship undertaken by the 
person on behalf of the enterprise.
		(7)  "Predecessor enterprise" means a sole 
proprietorship or organization that is a predecessor to an 
enterprise in:
			(A)  a merger, conversion, consolidation, or 
other transaction in which the liabilities of the predecessor 
enterprise are transferred or allocated to the enterprise by 
operation of law;  or
			(B)  any other transaction in which the enterprise 
assumes the liabilities of the predecessor enterprise and the 
liabilities that are the subject matter of this chapter are not 
specifically excluded.
		(8)  "Proceeding" means:                                                      
			(A)  a threatened, pending, or completed action or 
other proceeding, whether civil, criminal, administrative, 
arbitrative, or investigative;
			(B)  an appeal of an action or proceeding 
described by Paragraph (A);  and 
			(C)  an inquiry or investigation that could lead 
to an action or proceeding described by Paragraph (A).
		(9)  "Representative" means a person who is:                                  
			(A)  serving as a partner, director, officer, 
venturer, proprietor, trustee, employee, administrator, or agent 
of an enterprise or other organization or of an employee benefit 
plan;  or
			(B)  serving a similar function for an enterprise 
or other organization or for an employee benefit plan.
		(10)  "Respondent" means a person named as a respondent 
or defendant in a proceeding.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 20, eff. Jan. 1, 2006.

Last modified: August 11, 2007