DEFINITIONS

In this chapter: (1) "Controlling person" means a person who directly or indirectly controls a governing person, officer, or organization. (2) "Derivative proceeding" means a civil action brought in the right of a domestic or foreign corporation, a domestic or foreign limited liability company, or a domestic or foreign limited partnership, to the extent provided by the Business Organizations Code. (3) "Governing documents" means the instruments, documents, or agreements adopted under an organization's governing law to govern the organization's formation and internal affairs. The term includes: (A) a certificate of formation, articles of incorporation, and articles of organization; (B) bylaws; (C) a partnership agreement; (D) a company agreement or operating agreement; (E) a shareholder agreement; (F) a voting agreement or voting trust agreement; and (G) an agreement among owners restricting the transfer of ownership interests. (4) "Governing law" means the law governing the formation and internal affairs of an organization. (5) "Governing person" means a person who is entitled, alone or as part of a group, to manage and direct an organization's affairs under the organization's governing documents and governing law. The term includes: (A) a member of the board of directors of a corporation or other organization; (B) a general partner of a general or limited partnership; (C) a manager of a limited liability company that is managed by its managers; (D) a member of a limited liability company that is managed by its members; (E) a trust manager of a real estate investment trust; and (F) a trustee of a business trust. (6) "Governmental entity" means: (A) this state; or (B) a political subdivision of this state, including a municipality, a county, or any kind of district. (7) "Internal affairs" means: (A) the rights, powers, and duties of an organization's governing persons, officers, owners, and members; and (B) matters relating to the organization's membership or ownership interests. (8) "Managerial official" means a governing person or officer. (9) "Officer" means a person elected, appointed, or designated as an officer of an organization by the organization's governing persons or governing documents. (10) "Organization" means a foreign or domestic entity or association, regardless of whether the organization is for profit or nonprofit. The term includes: (A) a corporation; (B) a limited partnership; (C) a general partnership; (D) a limited liability partnership; (E) a limited liability company; (F) a business trust; (G) a real estate investment trust; (H) a joint venture; (I) a joint stock company; (J) a cooperative; (K) a bank; (L) a credit union; (M) a savings and loan association; (N) an insurance company; and (O) a series of a limited liability company or of another entity. (11) "Owner" means an owner of an organization. The term includes: (A) a shareholder or stockholder of a corporation or other organization; (B) a general or limited partner of a partnership or an assignee of a partnership interest in a partnership; (C) a member of, or an assignee of a membership interest in, a limited liability company; and (D) a member of a nonprofit organization. (12) "Ownership interest" means an owner's interest in an organization, including an owner's economic, voting, and management rights. (13) "Publicly traded company" means an entity whose voting equity securities are listed on a national securities exchange registered with the United States Securities and Exchange Commission under Section 6, Securities Exchange Act of 1934 (15 U.S.C. Section 78f) and any entity that is majority owned or controlled by such an entity. (14) "Qualified transaction" means a transaction, or series of related transactions other than a transaction involving a loan or an advance of money or credit by a bank, credit union, or savings and loan institution, under which a party: (A) pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $5 million; or (B) lends, advances, borrows, receives, is obligated to lend or advance, or is entitled to borrow or receive money or credit with an aggregate value of at least $5 million.