Sec. 6.252. VOTING AGREEMENTS. (a) Except as provided by this code or the governing documents, any number of owners of a domestic entity, or any number of owners of the domestic entity and the domestic entity itself, may enter into a written voting agreement to provide the manner of voting of the ownership interests of the domestic entity. A voting agreement entered into under this subsection is not part of the governing documents of the domestic entity.
(b) A copy of a voting agreement entered into under Subsection (a):
(1) shall be deposited with the domestic entity at the domestic 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 domestic 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 domestic entity in accordance with Section 3.205, 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, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 39, eff. September 1, 2007.
SUBCHAPTER G. APPLICABILITY OF CHAPTER
Last modified: September 28, 2016