Texas Business Organizations Code - BUS ORG § 101.256. Presumptions for Governing Persons of Certain Limited Liability Companies

(a) This section applies only to a limited liability company that has a class or series of voting membership interests listed on a national securities exchange.  Nothing in this subsection prohibits a limited liability company from adopting, in its company agreement, a provision that duplicates the effect of this section, regardless of whether the limited liability company has a class or series of voting membership interests listed on a national securities exchange.

(b) This section sets out certain presumptions concerning compliance by managerial officials with their duties, if any, to a domestic limited liability company, including any duties that pertain to transactions with interested persons.

(c) In taking or declining to take any action on any matters of a limited liability company's business, a governing person or officer, and each affiliate or associate of a governing person or officer, is presumed to act in good faith and in compliance with:

(d) Neither a limited liability company nor any of the company's members has a cause of action against a governing person or officer or any affiliate or associate of a governing person or officer of the company as a result of any act or omission in the person's capacity as a governing person or officer of the company unless:

(e) The presumptions established by this section:

(f) In alleging fraud, intentional misconduct, an ultra vires act, or a knowing violation of the law under Subsection (d)(2)(B), a party must state with particularity the circumstances constituting the fraud, intentional misconduct, ultra vires act, or knowing violation of law.

(g) This section does not limit the effectiveness or applicability of a provision contained in the certificate of formation or company agreement of a limited liability company limiting monetary liability of a governing person or officer.