海角黑料

Bill Overview

TX H.B. No 3768 proposes amendments to the Business Organizations Code of Texas to allow for the formation of decentralized unincorporated associations and the use of distributed ledger or blockchain technology for certain business purposes. The bill defines terms such as “digital asset,” “distributed ledger technology,” “smart contract,” and “social purposes.” It also includes provisions for registered series of limited liability companies and clarifies the definition of “writing.” The bill authorizes a fee for the formation of decentralized unincorporated associations. The Bill was submitted by Texas representative John Bucy and is intended to mirror the Unincorporated Nonprofit (UNA) Association already established in Texas.

TX H.B. No 3768

A full copy of the bill can be found below:

A BILL TO BE ENTITLED

聽 聽 聽 聽 聽AN ACT

聽聽聽聽聽聽聽聽聽聽聽 relating to the formation of decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 associations and the use of distributed ledger or blockchain

聽聽聽聽聽聽聽聽聽聽聽 technology for certain business purposes; authorizing a fee.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 1.聽 Section 1.002, Business Organizations Code, is

聽聽聽聽聽聽聽聽聽聽聽 amended by adding Subdivisions (15-a), (16-a), (78-b), and (82-b)

聽聽聽聽聽聽聽聽聽聽聽 and amending Subdivisions (78-a), (82-a), and (89) to read as

聽聽聽聽聽聽聽聽聽聽聽 follows:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (15-a)聽 “Digital asset” means an electronic record in

聽聽聽聽聽聽聽聽聽聽聽 which a person has a right or interest. The term does not include an

聽聽聽聽聽聽聽聽聽聽聽 underlying asset, unless the asset is itself an electronic record.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (16-a)聽 “Distributed ledger technology” means a

聽聽聽聽聽聽聽聽聽聽聽 distributed ledger protocol that:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 is a designated regulatory model of software

聽聽聽聽聽聽聽聽聽聽聽 that governs the rules, operations, and communication between

聽聽聽聽聽聽聽聽聽聽聽 intersection and connection points in a telecommunications network

聽聽聽聽聽聽聽聽聽聽聽 and supporting infrastructure;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 includes the computer software or hardware,

聽聽聽聽聽聽聽聽聽聽聽 or collections of computer software or hardware, that use or enable

聽聽聽聽聽聽聽聽聽聽聽 a distributed ledger, including blockchain; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 uses a distributed, shared, and replicated

聽聽聽聽聽聽聽聽聽聽聽 ledger, which may:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (i)聽 be public or private;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (ii)聽 be permissioned or permissionless; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (iii)聽 include the use of a digital asset as

聽聽聽聽聽聽聽聽聽聽聽 a medium of electronic exchange.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (78-a)聽 “Record” means information that is inscribed on

聽聽聽聽聽聽聽聽聽聽聽 a tangible medium or that is stored in an electronic or other medium

聽聽聽聽聽聽聽聽聽聽聽 and is retrievable in a perceivable form, including information

聽聽聽聽聽聽聽聽聽聽聽 inscribed on blockchain or distributed ledger technology.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (78-b)聽 “Registered series” means a series of a

聽聽聽聽聽聽聽聽聽聽聽 domestic limited liability company that is formed as a registered

聽聽聽聽聽聽聽聽聽聽聽 series in accordance with Section 101.602.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (82-a)聽 “Smart contract” means an event-driven

聽聽聽聽聽聽聽聽聽聽聽 computer program that executes on distributed ledger technology

聽聽聽聽聽聽聽聽聽聽聽 used to automate a transaction, including a transaction that:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 takes custody over and instructs transfer of

聽聽聽聽聽聽聽聽聽聽聽 assets on that ledger;

聽聽聽聽聽聽聽聽聽聽聽 聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽(B)聽 creates and transmits digital assets;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 synchronizes information; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (D)聽 authenticates user rights and conveys access

聽聽聽聽聽聽聽聽聽聽聽 to software applications.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (82-b)聽 “Social purposes” means one or more purposes of

聽聽聽聽聽聽聽聽聽聽聽 a for-profit corporation that are specified in the corporation’s

聽聽聽聽聽聽聽聽聽聽聽 certificate of formation and consist of promoting one or more

聽聽聽聽聽聽聽聽聽聽聽 positive impacts on society or the environment or of minimizing one

聽聽聽聽聽聽聽聽聽聽聽 or more adverse impacts of the corporation’s activities on society

聽聽聽聽聽聽聽聽聽聽聽 or the environment. Those impacts may include:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 providing low-income or underserved

聽聽聽聽聽聽聽聽聽聽聽 individuals or communities with beneficial products or services;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 promoting economic opportunity for

聽聽聽聽聽聽聽聽聽聽聽 individuals or communities beyond the creation of jobs in the

聽聽聽聽聽聽聽聽聽聽聽 normal course of business;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 preserving the environment;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (D)聽 improving human health;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (E) 聽promoting the arts, sciences, or advancement

聽聽聽聽聽聽聽聽聽聽聽 of knowledge;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (F)聽 increasing the flow of capital to entities

聽聽聽聽聽聽聽聽聽聽聽 with a social purpose; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (G)聽 conferring any particular benefit on society

聽聽聽聽聽聽聽聽聽聽聽 or the environment.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (89)聽 “Writing” or “written” means an expression of

聽聽聽聽聽聽聽聽聽聽聽 words, letters, characters, numbers, symbols, figures, or other

聽聽聽聽聽聽聽聽聽聽聽 textual information that is inscribed on a tangible medium or that

聽聽聽聽聽聽聽聽聽聽聽 is stored in an electronic or other medium that is retrievable in a

聽聽聽聽聽聽聽聽聽聽聽 perceivable form.聽 Unless the context requires otherwise, the term:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 includes stored or transmitted electronic

聽聽聽聽聽聽聽聽聽聽聽 data, electronic transmissions, blockchain or distributed ledger

聽聽聽聽聽聽聽聽聽聽聽 technology, and reproductions of writings; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 does not include sound or video recordings of

聽聽聽聽聽聽聽聽聽聽聽 speech other than transcriptions that are otherwise writings.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 2.聽 Subchapter A, Chapter 1, Business Organizations

聽聽聽聽聽聽聽聽聽聽聽 Code, is amended by adding Section 1.010 to read as follows:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 1.010.聽 CERTAIN PROVISIONS RELATED TO BLOCKCHAIN AND

聽聽聽聽聽聽聽聽聽聽聽 DISTRIBUTED LEDGER TECHNOLOGY. For purposes of this code:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 a requirement for a person’s signature is

聽聽聽聽聽聽聽聽聽聽聽 satisfied by the submission of a blockchain that electronically

聽聽聽聽聽聽聽聽聽聽聽 contains the signature or verifies the intent of a person to provide

聽聽聽聽聽聽聽聽聽聽聽 the signature;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 a requirement for a record to be in writing is

聽聽聽聽聽聽聽聽聽聽聽 satisfied by the submission of a blockchain that electronically

聽聽聽聽聽聽聽聽聽聽聽 contains the record; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 a smart contract, record, or signature may not be

聽聽聽聽聽聽聽聽聽聽聽 excluded as evidence in a proceeding solely because blockchain or

聽聽聽聽聽聽聽聽聽聽聽 distributed ledger technology was used to create, store, or verify

聽聽聽聽聽聽聽聽聽聽聽 the smart contract, record, or signature.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 3.聽 Section 6.002(a), Business Organizations Code,

聽聽聽聽聽聽聽聽聽聽聽 is amended to read as follows:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (a)聽 Subject to this code and the governing documents of a

聽聽聽聽聽聽聽聽聽聽聽 domestic entity, the owners, members, or governing persons of the

聽聽聽聽聽聽聽聽聽聽聽 entity, or a committee of the owners, members, or governing

聽聽聽聽聽聽聽聽聽聽聽 persons, may hold meetings by using a conference telephone or

聽聽聽聽聽聽聽聽聽聽聽 similar communications equipment, or another suitable electronic

聽聽聽聽聽聽聽聽聽聽聽 communications system, including videoconferencing technology, an

聽聽聽聽聽聽聽聽聽聽聽 electronic data system, [or] the Internet, or any combination, if

聽聽聽聽聽聽聽聽聽聽聽 the telephone or other equipment or system permits each person

聽聽聽聽聽聽聽聽聽聽聽 participating in the meeting to communicate with all other persons

聽聽聽聽聽聽聽聽聽聽聽 participating in the meeting.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 4.聽 Section 101.052, Business Organizations Code, is

聽聽聽聽聽聽聽聽聽聽聽 amended by adding Subsection (g) to read as follows:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (g)聽 A company agreement may be composed of computer code and

聽聽聽聽聽聽聽聽聽聽聽 maintained on blockchain or distributed ledger technology in full

聽聽聽聽聽聽聽聽聽聽聽 or in part if the record of the agreement is capable of being

聽聽聽聽聽聽聽聽聽聽聽 retained and accurately reproduced for later reference.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 5.聽 Section 101.501(a), Business Organizations

聽聽聽聽聽聽聽聽聽聽聽 Code, is amended to read as follows:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (a)聽 In addition to the books and records required to be kept

聽聽聽聽聽聽聽聽聽聽聽 under Section 3.151, a limited liability company shall keep at its

聽聽聽聽聽聽聽聽聽聽聽 principal office in the United States, keep on an electronic data

聽聽聽聽聽聽聽聽聽聽聽 system, or make available to a person at its principal office in the

聽聽聽聽聽聽聽聽聽聽聽 United States not later than the fifth day after the date the person

聽聽聽聽聽聽聽聽聽聽聽 submits a written request to examine the books and records of the

聽聽聽聽聽聽聽聽聽聽聽 company under Section 3.152(a) or 101.502:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 a current list that states:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 the percentage or other interest in the

聽聽聽聽聽聽聽聽聽聽聽 limited liability company owned by each member; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 if one or more classes or groups of

聽聽聽聽聽聽聽聽聽聽聽 membership interests are established in or under the certificate of

聽聽聽聽聽聽聽聽聽聽聽 formation or company agreement, the names of the members of each

聽聽聽聽聽聽聽聽聽聽聽 specified class or group;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 a copy of the company’s federal, state, and local

聽聽聽聽聽聽聽聽聽聽聽 tax information or income tax returns for each of the six preceding

聽聽聽聽聽聽聽聽聽聽聽 tax years;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 a copy of the company’s certificate of formation,

聽聽聽聽聽聽聽聽聽聽聽 including any amendments to or restatements of the certificate of

聽聽聽聽聽聽聽聽聽聽聽 formation;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 if the company agreement is in writing, a copy of

聽聽聽聽聽聽聽聽聽聽聽 the company agreement, including any amendments to or restatements

聽聽聽聽聽聽聽聽聽聽聽 of the company agreement;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (5)聽 an executed copy of any powers of attorney;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (6)聽 a copy of any document that establishes a class or

聽聽聽聽聽聽聽聽聽聽聽 group of members of the company as provided by the company

聽聽聽聽聽聽聽聽聽聽聽 agreement; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (7)聽 except as provided by Subsection (b), a written

聽聽聽聽聽聽聽聽聽聽聽 statement of:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 the amount of a cash contribution and a

聽聽聽聽聽聽聽聽聽聽聽 description and statement of the agreed value of any other

聽聽聽聽聽聽聽聽聽聽聽 contribution made or agreed to be made by each member;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 the dates any additional contributions are to

聽聽聽聽聽聽聽聽聽聽聽 be made by a member;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 any event the occurrence of which requires a

聽聽聽聽聽聽聽聽聽聽聽 member to make additional contributions;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (D)聽 any event the occurrence of which requires

聽聽聽聽聽聽聽聽聽聽聽 the winding up of the company; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (E)聽 the date each member became a member of the

聽聽聽聽聽聽聽聽聽聽聽 company.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 6.聽 Title 6, Business Organizations Code, is amended

聽聽聽聽聽聽聽聽聽聽聽 by adding Chapter 253 to read as follows:

聽聽聽聽聽聽聽聽聽聽聽 CHAPTER 253. DECENTRALIZED UNINCORPORATED ASSOCIATIONS

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.001.聽 DEFINITIONS. In this chapter:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 “Administrator” means a person authorized by the

聽聽聽聽聽聽聽聽聽聽聽 members of a decentralized unincorporated association to fulfill

聽聽聽聽聽聽聽聽聽聽聽 administrative or operational tasks at the direction of the

聽聽聽聽聽聽聽聽聽聽聽 members.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 “Decentralized unincorporated association” means

聽聽聽聽聽聽聽聽聽聽聽 an unincorporated association:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 consisting of at least 500 members joined by

聽聽聽聽聽聽聽聽聽聽聽 mutual consent under an agreement, that may be in writing or

聽聽聽聽聽聽聽聽聽聽聽 inferred from conduct, for a common purpose, other than to operate a

聽聽聽聽聽聽聽聽聽聽聽 business for profit except as permitted under Section 253.004;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 that has elected to be formed under this

聽聽聽聽聽聽聽聽聽聽聽 chapter; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 is not formed under any other law governing

聽聽聽聽聽聽聽聽聽聽聽 the association’s organization and operation.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 “Established practices” means the practices used

聽聽聽聽聽聽聽聽聽聽聽 by a decentralized unincorporated association without material

聽聽聽聽聽聽聽聽聽聽聽 change during the most recent five years of the association’s

聽聽聽聽聽聽聽聽聽聽聽 existence, or if the association has existed for less than five

聽聽聽聽聽聽聽聽聽聽聽 years, during the association’s entire existence.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 “Governing principles” means all agreements and

聽聽聽聽聽聽聽聽聽聽聽 any amendment or restatement of those agreements, including any

聽聽聽聽聽聽聽聽聽聽聽 articles of organization, consensus formation algorithms, or

聽聽聽聽聽聽聽聽聽聽聽 enacted governance proposals, that govern the purpose or operation

聽聽聽聽聽聽聽聽聽聽聽 of a decentralized unincorporated association and the rights and

聽聽聽聽聽聽聽聽聽聽聽 obligations of the association’s members and administrators,

聽聽聽聽聽聽聽聽聽聽聽 whether contained in a record, implied from the association’s

聽聽聽聽聽聽聽聽聽聽聽 established practices, or both.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (5)聽 “Member” means a person that, under the governing

聽聽聽聽聽聽聽聽聽聽聽 principles of a decentralized unincorporated association, may

聽聽聽聽聽聽聽聽聽聽聽 participate in:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 the development of the policies and

聽聽聽聽聽聽聽聽聽聽聽 activities of the association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 the selection of the association’s

聽聽聽聽聽聽聽聽聽聽聽 administrators.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.002.聽 SUPPLEMENTARY GENERAL PRINCIPLES OF LAW AND

聽聽聽聽聽聽聽聽聽聽聽 EQUITY. (a) Principles of law and equity supplement this chapter

聽聽聽聽聽聽聽聽聽聽聽 unless displaced by a particular provision of this chapter.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 This chapter may not be interpreted to repeal or modify

聽聽聽聽聽聽聽聽聽聽聽 a statute or rule for an entity that does not elect to be formed as a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.003.聽 GOVERNING LAW; TERRITORIAL APPLICATION. (a)

聽聽聽聽聽聽聽聽聽聽聽 Except as otherwise provided by Subsection (b), the law of this

聽聽聽聽聽聽聽聽聽聽聽 state governs any decentralized unincorporated association that is

聽聽聽聽聽聽聽聽聽聽聽 formed or operates in this state.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A decentralized unincorporated association’s governing

聽聽聽聽聽聽聽聽聽聽聽 principles must identify the jurisdiction in which the

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association is formed.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.004.聽 DISTRIBUTION PROHIBITED; COMPENSATION AND

聽聽聽聽聽聽聽聽聽聽聽 OTHER PERMITTED PAYMENTS. (a) A decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association may carry on any business activity in which the

聽聽聽聽聽聽聽聽聽聽聽 association may lawfully engage for profit and apply any profit

聽聽聽聽聽聽聽聽聽聽聽 that results from the business activity in accordance with

聽聽聽聽聽聽聽聽聽聽聽 Subsection (c).

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 Except as provided by Subsection (c), a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association may not pay dividends or distribute any

聽聽聽聽聽聽聽聽聽聽聽 part of the association’s income or profit to the association’s

聽聽聽聽聽聽聽聽聽聽聽 members or administrators.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A decentralized unincorporated association may:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 pay reasonable compensation to or reimburse

聽聽聽聽聽聽聽聽聽聽聽 reasonable expenses incurred by the association’s members and

聽聽聽聽聽聽聽聽聽聽聽 administrators, or to a person who is not a member or administrator,

聽聽聽聽聽聽聽聽聽聽聽 for services rendered to the association, including for the

聽聽聽聽聽聽聽聽聽聽聽 administration and operation of the association, including for:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 the provision of collateral for the

聽聽聽聽聽聽聽聽聽聽聽 self-insurance of the association;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 voting; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C) 聽participation;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 confer benefits on the association’s members or

聽聽聽聽聽聽聽聽聽聽聽 administrators in conformity with the association’s common

聽聽聽聽聽聽聽聽聽聽聽 nonprofit purpose or purposes, if any;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 repurchase membership interests to the extent

聽聽聽聽聽聽聽聽聽聽聽 authorized by the association’s governing principles; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 make distributions of property to members on

聽聽聽聽聽聽聽聽聽聽聽 winding up and termination to the extent provided by Section

聽聽聽聽聽聽聽聽聽聽聽 253.027.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.005.聽 LEGAL ENTITY; PERPETUAL EXISTENCE; POWERS.

聽聽聽聽聽聽聽聽聽聽聽 (a) A decentralized unincorporated association is a legal entity

聽聽聽聽聽聽聽聽聽聽聽 distinct from the association’s members and administrators.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A decentralized unincorporated association has

聽聽聽聽聽聽聽聽聽聽聽 perpetual duration unless the association’s governing principles

聽聽聽聽聽聽聽聽聽聽聽 otherwise specify.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A decentralized unincorporated association has the

聽聽聽聽聽聽聽聽聽聽聽 power to do all things necessary or convenient to carry on the

聽聽聽聽聽聽聽聽聽聽聽 association’s activities or affairs.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.006.聽 REAL AND PERSONAL PROPERTY; DECENTRALIZED

聽聽聽聽聽聽聽聽聽聽聽 UNINCORPORATED ASSOCIATION AS BENEFICIARY, LEGATEE, OR DEVISEE.

聽聽聽聽聽聽聽聽聽聽聽 (a) A decentralized unincorporated association may, in the name of

聽聽聽聽聽聽聽聽聽聽聽 the association, acquire, hold, encumber, or transfer an estate or

聽聽聽聽聽聽聽聽聽聽聽 interest in real or personal property.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A decentralized unincorporated association may be a

聽聽聽聽聽聽聽聽聽聽聽 beneficiary of a trust or contract, legatee, or devisee.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.007.聽 STATEMENT OF AUTHORITY AS TO REAL PROPERTY.

聽聽聽聽聽聽聽聽聽聽聽 (a) A decentralized unincorporated association shall execute and

聽聽聽聽聽聽聽聽聽聽聽 record a statement of authority to transfer an estate or interest in

聽聽聽聽聽聽聽聽聽聽聽 real property in the name of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 An estate or interest in real property in the name of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association may be transferred by a

聽聽聽聽聽聽聽聽聽聽聽 person so authorized in a statement of authority recorded in the

聽聽聽聽聽聽聽聽聽聽聽 office of the county clerk in which a transfer of the property would

聽聽聽聽聽聽聽聽聽聽聽 be recorded.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A statement of authority must contain:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 the name of the decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 the address in this state, including the street

聽聽聽聽聽聽聽聽聽聽聽 address, if any, of the association, or if the association does not

聽聽聽聽聽聽聽聽聽聽聽 have an address in this state, the association’s address out of

聽聽聽聽聽聽聽聽聽聽聽 state;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 the name or title of the person authorized to

聽聽聽聽聽聽聽聽聽聽聽 transfer an estate or interest in real property held in the name of

聽聽聽聽聽聽聽聽聽聽聽 the association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 聽聽聽聽聽聽(4)聽 the action, procedure, or vote of the association

聽聽聽聽聽聽聽聽聽聽聽 that authorizes the person to transfer the real property of the

聽聽聽聽聽聽聽聽聽聽聽 association and to execute the statement of authority.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (d)聽 A statement of authority must be executed in the same

聽聽聽聽聽聽聽聽聽聽聽 manner as a deed. The person who executes the statement of

聽聽聽聽聽聽聽聽聽聽聽 authority may not be the person named in the statement of authority

聽聽聽聽聽聽聽聽聽聽聽 as authorized to transfer the estate or interest.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (e)聽 The county clerk may collect a fee for recording the

聽聽聽聽聽聽聽聽聽聽聽 statement of authority in the amount authorized for recording a

聽聽聽聽聽聽聽聽聽聽聽 transfer of real property.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (f)聽 An amendment, including a cancellation, of a statement

聽聽聽聽聽聽聽聽聽聽聽 of authority must meet the requirements for execution and recording

聽聽聽聽聽聽聽聽聽聽聽 of an original statement. Unless canceled earlier, a recorded

聽聽聽聽聽聽聽聽聽聽聽 statement of authority or the most recent amendment to the

聽聽聽聽聽聽聽聽聽聽聽 statement is canceled by operation of law on the fifth anniversary

聽聽聽聽聽聽聽聽聽聽聽 of the date of the most recent recording.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (g)聽 If the record title to real property is in the name of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association and the statement of

聽聽聽聽聽聽聽聽聽聽聽 authority is recorded in the office of the county clerk in which a

聽聽聽聽聽聽聽聽聽聽聽 transfer of real property would be recorded, the authority of the

聽聽聽聽聽聽聽聽聽聽聽 person named in a statement of authority is conclusive in favor of a

聽聽聽聽聽聽聽聽聽聽聽 transferee who gives value without notice that the person named in

聽聽聽聽聽聽聽聽聽聽聽 the statement of authority lacks authority.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.008.聽 LIABILITY. (a) Except as otherwise provided

聽聽聽聽聽聽聽聽聽聽聽 by this chapter, the debts, obligations, and liabilities of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association, whether arising in

聽聽聽聽聽聽聽聽聽聽聽 contract, tort, or otherwise, are solely the debts, obligations,

聽聽聽聽聽聽聽聽聽聽聽 and liabilities of the association. A member or administrator of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association may not be obligated

聽聽聽聽聽聽聽聽聽聽聽 personally for any debt, obligation, or liability of the

聽聽聽聽聽聽聽聽聽聽聽 association solely by reason of being a member or acting as an

聽聽聽聽聽聽聽聽聽聽聽 administrator of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b) 聽Notwithstanding Subsection (a), a member or

聽聽聽聽聽聽聽聽聽聽聽 administrator of a decentralized unincorporated association may,

聽聽聽聽聽聽聽聽聽聽聽 under the governing principles of the association or under another

聽聽聽聽聽聽聽聽聽聽聽 agreement, agree to be obligated personally for any or all of the

聽聽聽聽聽聽聽聽聽聽聽 debts, obligations, and liabilities of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 The failure of a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association to observe formalities relating to the exercise of the

聽聽聽聽聽聽聽聽聽聽聽 association’s powers or administration of the association’s

聽聽聽聽聽聽聽聽聽聽聽 activities and affairs may not be considered a ground for imposing

聽聽聽聽聽聽聽聽聽聽聽 liability on a member or administrator of the association for a

聽聽聽聽聽聽聽聽聽聽聽 debt, obligation, or other liability of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.009.聽 CAPACITY TO ASSERT AND DEFEND; STANDING. (a)

聽聽聽聽聽聽聽聽聽聽聽 A decentralized unincorporated association, in the association’s

聽聽聽聽聽聽聽聽聽聽聽 name, may institute, defend, intervene, or participate in a

聽聽聽聽聽聽聽聽聽聽聽 judicial, administrative, or other governmental proceeding or in an

聽聽聽聽聽聽聽聽聽聽聽 arbitration, mediation, or any other form of alternative dispute

聽聽聽聽聽聽聽聽聽聽聽 resolution.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A member or administrator may assert a claim the member

聽聽聽聽聽聽聽聽聽聽聽 or administrator has against the decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association. An association may assert a claim the association has

聽聽聽聽聽聽聽聽聽聽聽 against a member or administrator.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.010.聽 EFFECT OF JUDGMENT OR ORDER. A judgment or

聽聽聽聽聽聽聽聽聽聽聽 order against a decentralized unincorporated association is not by

聽聽聽聽聽聽聽聽聽聽聽 itself a judgment or order against a member or administrator of the

聽聽聽聽聽聽聽聽聽聽聽 association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.011.聽 APPOINTMENT OF AGENT TO RECEIVE SERVICE OF

聽聽聽聽聽聽聽聽聽聽聽 PROCESS. (a) A decentralized unincorporated association may file

聽聽聽聽聽聽聽聽聽聽聽 in the office of the secretary of state a statement appointing an

聽聽聽聽聽聽聽聽聽聽聽 agent authorized to receive service of process.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A statement appointing an agent must contain:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 the name of the decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 the address in this state, including the street

聽聽聽聽聽聽聽聽聽聽聽 address, if any, of the decentralized unincorporated association,

聽聽聽聽聽聽聽聽聽聽聽 or if the association does not have an address in this state, the

聽聽聽聽聽聽聽聽聽聽聽 association’s address out of state; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 the name of the person in this state authorized to

聽聽聽聽聽聽聽聽聽聽聽 receive service of process and the person’s address, including the

聽聽聽聽聽聽聽聽聽聽聽 street address, in this state.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A statement appointing an agent must be signed and

聽聽聽聽聽聽聽聽聽聽聽 acknowledged by a person authorized to manage the affairs of the

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association. The statement must also

聽聽聽聽聽聽聽聽聽聽聽 be signed and acknowledged by the person appointed agent, who by

聽聽聽聽聽聽聽聽聽聽聽 signing accepts the appointment. The appointed agent may resign by

聽聽聽聽聽聽聽聽聽聽聽 filing a resignation in the office of the secretary of state and

聽聽聽聽聽聽聽聽聽聽聽 giving notice to the decentralized unincorporated association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (d)聽 The secretary of state may collect a fee of $5 for filing

聽聽聽聽聽聽聽聽聽聽聽 a statement appointing an agent to receive service of process, an

聽聽聽聽聽聽聽聽聽聽聽 amendment, or a resignation under this section.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (e)聽 An amendment to a statement appointing an agent to

聽聽聽聽聽聽聽聽聽聽聽 receive service of process must meet the requirements for execution

聽聽聽聽聽聽聽聽聽聽聽 of an original statement.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (f)聽 If the secretary of state refuses to file a statement

聽聽聽聽聽聽聽聽聽聽聽 appointing an agent, the secretary of state shall return it to the

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association or the association’s

聽聽聽聽聽聽聽聽聽聽聽 representative not later than the 15th day after the date the

聽聽聽聽聽聽聽聽聽聽聽 statement was delivered and include a brief explanation in writing

聽聽聽聽聽聽聽聽聽聽聽 of the reason for the refusal.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.012.聽 SERVICE OF PROCESS. In an action or

聽聽聽聽聽聽聽聽聽聽聽 proceeding against a decentralized unincorporated association, a

聽聽聽聽聽聽聽聽聽聽聽 summons and complaint or other process shall be served on:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 an agent authorized by appointment to receive

聽聽聽聽聽聽聽聽聽聽聽 service of process;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 an appointed administrator of the association; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 a member, but only if the agent or administrator

聽聽聽聽聽聽聽聽聽聽聽 described by Subdivisions (1) and (2) cannot be served.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.013.聽 CLAIM NOT ABATED BY CHANGE OF MEMBERS OR

聽聽聽聽聽聽聽聽聽聽聽 ADMINISTRATORS. A claim for relief against a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association does not abate merely because of a

聽聽聽聽聽聽聽聽聽聽聽 change in the members or administrators of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.014.聽 VENUE. Unless provided otherwise by other

聽聽聽聽聽聽聽聽聽聽聽 law, venue of an action against a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association brought in this state is determined in accordance with

聽聽聽聽聽聽聽聽聽聽聽 the law applicable to an action brought in the state in which the

聽聽聽聽聽聽聽聽聽聽聽 association has appointed an agent for service of process under

聽聽聽聽聽聽聽聽聽聽聽 Section 253.011.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.015.聽 MEMBER NOT AN AGENT. A member of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association is not an agent of the

聽聽聽聽聽聽聽聽聽聽聽 association solely by reason of being a member.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.016.聽 APPROVAL BY MEMBERS. (a) Except as otherwise

聽聽聽聽聽聽聽聽聽聽聽 provided by a decentralized unincorporated association’s governing

聽聽聽聽聽聽聽聽聽聽聽 principles, the association must have the approval of the

聽聽聽聽聽聽聽聽聽聽聽 association’s members, attained in accordance with its governing

聽聽聽聽聽聽聽聽聽聽聽 principles, to:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 suspend, dismiss, or expel a member;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 select or dismiss an administrator;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 adopt, amend, or repeal the governing principles;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 sell, lease, exchange, or otherwise dispose of

聽聽聽聽聽聽聽聽聽聽聽 all, or substantially all, of the association’s property outside

聽聽聽聽聽聽聽聽聽聽聽 the ordinary course of the association’s activities, regardless of

聽聽聽聽聽聽聽聽聽聽聽 the association’s goodwill;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (5)聽 dissolve the association under Section 253.026;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (6)聽 merge or convert the association as provided by

聽聽聽聽聽聽聽聽聽聽聽 Section 253.028;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (7)聽 undertake any act outside the ordinary course of

聽聽聽聽聽聽聽聽聽聽聽 the association’s activities; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (8)聽 determine the policy or purpose of the

聽聽聽聽聽聽聽聽聽聽聽 association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A decentralized unincorporated association must have

聽聽聽聽聽聽聽聽聽聽聽 the approval of the members in accordance with its governing

聽聽聽聽聽聽聽聽聽聽聽 principles to act or exercise a right for which the association’s

聽聽聽聽聽聽聽聽聽聽聽 governing principles require member approval.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 Unless otherwise provided for in a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association’s governing principles, membership

聽聽聽聽聽聽聽聽聽聽聽 interest in a decentralized unincorporated association is

聽聽聽聽聽聽聽聽聽聽聽 calculated in proportion to the person’s membership interest or

聽聽聽聽聽聽聽聽聽聽聽 other property that confers onto the person a voting right in the

聽聽聽聽聽聽聽聽聽聽聽 association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.017.聽 USE OF DISTRIBUTED LEDGER TECHNOLOGY. (a) A

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association may provide for the

聽聽聽聽聽聽聽聽聽聽聽 association’s governance, in whole or in part, through distributed

聽聽聽聽聽聽聽聽聽聽聽 ledger technology, including through a smart contract.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 The governing principles for a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association may:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 specify whether any distributed ledger technology

聽聽聽聽聽聽聽聽聽聽聽 used or enabled by the association is:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 immutable or subject to change by the

聽聽聽聽聽聽聽聽聽聽聽 association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 fully or partially public or private,

聽聽聽聽聽聽聽聽聽聽聽 including the extent of members’ access to information; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 adopt voting procedures, which may include a smart

聽聽聽聽聽聽聽聽聽聽聽 contract deployed to distributed ledger technology, that provides

聽聽聽聽聽聽聽聽聽聽聽 for:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 proposals from administrators or members in

聽聽聽聽聽聽聽聽聽聽聽 the decentralized unincorporated association for upgrades,

聽聽聽聽聽聽聽聽聽聽聽 modifications, or additions to software systems or protocols;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 proposed changes to the decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association’s governing principles; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 any other matter of governance or relating to

聽聽聽聽聽聽聽聽聽聽聽 the activities of the association that is within the purpose of the

聽聽聽聽聽聽聽聽聽聽聽 association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.018.聽 CONSENSUS FORMATION ALGORITHMS AND

聽聽聽聽聽聽聽聽聽聽聽 GOVERNANCE PROCESS. In accordance with the association’s governing

聽聽聽聽聽聽聽聽聽聽聽 principles, a decentralized unincorporated association may:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 adopt a reasonable algorithmic means for

聽聽聽聽聽聽聽聽聽聽聽 establishing consensus for:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 the validation of records;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 the establishment of requirements,

聽聽聽聽聽聽聽聽聽聽聽 processes, and procedures for conducting operations; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 making organizational decisions with respect

聽聽聽聽聽聽聽聽聽聽聽 to the distributed ledger technology used by the association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 in accordance with a procedure adopted by the

聽聽聽聽聽聽聽聽聽聽聽 association under Section 253.017, if any, and in compliance with

聽聽聽聽聽聽聽聽聽聽聽 the requirements of law and the governing principles of the

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 modify the consensus mechanism, including

聽聽聽聽聽聽聽聽聽聽聽 the requirements, processes, and procedures for that mechanism; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 substitute a new consensus mechanism,

聽聽聽聽聽聽聽聽聽聽聽 including the requirements, processes, or procedures for that

聽聽聽聽聽聽聽聽聽聽聽 mechanism.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.019.聽 DUTIES OF MEMBERS. (a)聽 A member of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association does not owe a fiduciary

聽聽聽聽聽聽聽聽聽聽聽 duty to the association or to any another member of the association

聽聽聽聽聽聽聽聽聽聽聽 solely by virtue of the person’s membership in the association.

聽聽聽聽聽聽聽聽聽聽聽 聽 聽聽聽聽聽(b)聽 A member of a decentralized unincorporated association

聽聽聽聽聽聽聽聽聽聽聽 shall discharge the duties and obligations under this chapter or

聽聽聽聽聽聽聽聽聽聽聽 under the governing principles of the association and exercise the

聽聽聽聽聽聽聽聽聽聽聽 member’s rights in a manner consistent with the contractual

聽聽聽聽聽聽聽聽聽聽聽 obligation of good faith and fair dealing.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.020.聽 ADMISSION, SUSPENSION, DISMISSAL, OR

聽聽聽聽聽聽聽聽聽聽聽 EXPULSION OF MEMBERS. (a) A person becomes a member of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association in accordance with the

聽聽聽聽聽聽聽聽聽聽聽 governing principles of the association. If there are no

聽聽聽聽聽聽聽聽聽聽聽 applicable governing principles, a person:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 is considered a member on the purchase or

聽聽聽聽聽聽聽聽聽聽聽 assumption of a right of ownership of a membership interest or other

聽聽聽聽聽聽聽聽聽聽聽 property or instrument that confers on the person a voting right in

聽聽聽聽聽聽聽聽聽聽聽 the association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 continues as a member of the association until the

聽聽聽聽聽聽聽聽聽聽聽 earlier of the member’s:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 resignation under Section 253.021; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 suspension, dismissal, or expulsion under

聽聽聽聽聽聽聽聽聽聽聽 Subsection (b).

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A member may be suspended, dismissed, or expelled in

聽聽聽聽聽聽聽聽聽聽聽 accordance with the governing principles of the decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association. If there are no applicable governing

聽聽聽聽聽聽聽聽聽聽聽 principles, the member may be suspended, dismissed, or expelled

聽聽聽聽聽聽聽聽聽聽聽 from an association only by a majority vote of the association’s

聽聽聽聽聽聽聽聽聽聽聽 members.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 Unless the governing principles of a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association provide otherwise, the suspension,

聽聽聽聽聽聽聽聽聽聽聽 dismissal, or expulsion of a member does not relieve the member from

聽聽聽聽聽聽聽聽聽聽聽 any obligation incurred or commitment made by the member in

聽聽聽聽聽聽聽聽聽聽聽 connection with membership in the association before the member’s

聽聽聽聽聽聽聽聽聽聽聽 suspension, dismissal, or expulsion.

聽聽聽聽聽聽聽聽聽聽聽 聽 聽聽聽聽聽Sec. 253.021.聽 RESIGNATION OF MEMBER. (a) A member may

聽聽聽聽聽聽聽聽聽聽聽 resign as a member of a decentralized unincorporated association in

聽聽聽聽聽聽聽聽聽聽聽 accordance with the governing principles of the association. In

聽聽聽聽聽聽聽聽聽聽聽 the absence of applicable governing principles, a member is

聽聽聽聽聽聽聽聽聽聽聽 considered to have resigned on the voluntary or involuntary

聽聽聽聽聽聽聽聽聽聽聽 disposal of all membership interest or other property or

聽聽聽聽聽聽聽聽聽聽聽 instruments that confer on the person a voting right in the

聽聽聽聽聽聽聽聽聽聽聽 association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 Unless a decentralized unincorporated association’s

聽聽聽聽聽聽聽聽聽聽聽 governing principles provide otherwise, resignation of a member

聽聽聽聽聽聽聽聽聽聽聽 does not relieve the member from any unpaid capital contribution,

聽聽聽聽聽聽聽聽聽聽聽 dues, an assessment, a fee, or another obligation incurred or

聽聽聽聽聽聽聽聽聽聽聽 commitment made by the member in connection with membership in the

聽聽聽聽聽聽聽聽聽聽聽 association before the member’s resignation.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.022.聽 MEMBERSHIP INTEREST TRANSFERABLE. Except as

聽聽聽聽聽聽聽聽聽聽聽 otherwise provided in the decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association’s governing principles, a member’s interest or a right

聽聽聽聽聽聽聽聽聽聽聽 conferred in the association is freely transferable to another

聽聽聽聽聽聽聽聽聽聽聽 person through conveyance of the membership interest or other

聽聽聽聽聽聽聽聽聽聽聽 property that confers on a person a voting right in the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.023.聽 SELECTION OF ADMINISTRATORS; RIGHTS AND

聽聽聽聽聽聽聽聽聽聽聽 DUTIES OF ADMINISTRATORS. (a) Except as otherwise provided by this

聽聽聽聽聽聽聽聽聽聽聽 chapter or a decentralized unincorporated association’s governing

聽聽聽聽聽聽聽聽聽聽聽 principles, the members of an association may select the

聽聽聽聽聽聽聽聽聽聽聽 association’s administrators in accordance with Section 253.016.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 An administrator may but is not required to be a member

聽聽聽聽聽聽聽聽聽聽聽 of the association. If no administrators are selected, no member of

聽聽聽聽聽聽聽聽聽聽聽 the association is an administrator.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A decentralized unincorporated association is not

聽聽聽聽聽聽聽聽聽聽聽 required to have an administrator. There are no default

聽聽聽聽聽聽聽聽聽聽聽 obligations of an administrator of a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association. The rights and duties of an administrator of a

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association must be established as

聽聽聽聽聽聽聽聽聽聽聽 part of the selection process for an administrator or

聽聽聽聽聽聽聽聽聽聽聽 administrators of the association.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (d)聽 An administrator of a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association does not have the authority to act on behalf of the

聽聽聽聽聽聽聽聽聽聽聽 association beyond the specific authority granted in the selection

聽聽聽聽聽聽聽聽聽聽聽 process of the administrator established under Subsection (c).

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (e)聽 The governing principles of a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association may, in a record, limit or eliminate the

聽聽聽聽聽聽聽聽聽聽聽 liability of an administrator to the association or the

聽聽聽聽聽聽聽聽聽聽聽 association’s members for money damages for an action taken, or for

聽聽聽聽聽聽聽聽聽聽聽 failure to take an action, as an administrator, except liability

聽聽聽聽聽聽聽聽聽聽聽 for:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 the amount of a financial benefit improperly

聽聽聽聽聽聽聽聽聽聽聽 received by an administrator;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 an intentional infliction of harm on the

聽聽聽聽聽聽聽聽聽聽聽 association or the association’s members;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 an intentional violation of criminal law;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 a breach of the duty of loyalty should one exist,

聽聽聽聽聽聽聽聽聽聽聽 unless a full disclosure of all material facts, a specific act, or a

聽聽聽聽聽聽聽聽聽聽聽 transaction that would otherwise violate the duty of loyalty by an

聽聽聽聽聽聽聽聽聽聽聽 agent is authorized or ratified by approval of the disinterested

聽聽聽聽聽聽聽聽聽聽聽 members in accordance with Section 253.016; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (5)聽 an improper distribution.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.024.聽 RIGHTS OF MEMBERS AND ADMINISTRATORS TO

聽聽聽聽聽聽聽聽聽聽聽 INFORMATION. (a) Except as provided by Subsection (b), on

聽聽聽聽聽聽聽聽聽聽聽 reasonable notice, a member or administrator of a decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association is entitled to an electronic record of

聽聽聽聽聽聽聽聽聽聽聽 any record maintained by the association regarding the

聽聽聽聽聽聽聽聽聽聽聽 association’s activities, financial condition, or other

聽聽聽聽聽聽聽聽聽聽聽 circumstances to the extent the information contained in the record

聽聽聽聽聽聽聽聽聽聽聽 is material to the member’s or administrator’s rights and duties

聽聽聽聽聽聽聽聽聽聽聽 under the association’s governing principles or this chapter.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 A decentralized unincorporated association is not

聽聽聽聽聽聽聽聽聽聽聽 obligated to provide a record maintained by the association for

聽聽聽聽聽聽聽聽聽聽聽 record requests made through distributed ledger technology,

聽聽聽聽聽聽聽聽聽聽聽 including through a smart contract, to a member or administrator if

聽聽聽聽聽聽聽聽聽聽聽 the member or administrator has access to the information contained

聽聽聽聽聽聽聽聽聽聽聽 in the record in a record made available to the member or

聽聽聽聽聽聽聽聽聽聽聽 administrator on distributed ledger technology.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 A decentralized unincorporated association may impose

聽聽聽聽聽聽聽聽聽聽聽 reasonable restrictions on access to and use of information that

聽聽聽聽聽聽聽聽聽聽聽 may be provided under this section, including by designating the

聽聽聽聽聽聽聽聽聽聽聽 information confidential and imposing nondisclosure or other

聽聽聽聽聽聽聽聽聽聽聽 safeguarding obligations on the recipient of the information.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (d)聽 A former member or administrator may have access to

聽聽聽聽聽聽聽聽聽聽聽 information to which the member or administrator was entitled as a

聽聽聽聽聽聽聽聽聽聽聽 member or administrator if:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 the information relates to the period of time

聽聽聽聽聽聽聽聽聽聽聽 during which the person was a member or administrator;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 the former member or administrator seeks the

聽聽聽聽聽聽聽聽聽聽聽 information in good faith; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 the former member or administrator satisfies the

聽聽聽聽聽聽聽聽聽聽聽 requirements of Subsections (a), (b), and (c) with respect to the

聽聽聽聽聽聽聽聽聽聽聽 information.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (e)聽 A decentralized unincorporated association has no

聽聽聽聽聽聽聽聽聽聽聽 obligation to collect and maintain a list of members or member

聽聽聽聽聽聽聽聽聽聽聽 information, including the names or addresses of members.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.025.聽 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. A

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association is an enterprise, as that

聽聽聽聽聽聽聽聽聽聽聽 term is defined by Section 8.001, for purposes of the requirements

聽聽聽聽聽聽聽聽聽聽聽 related to indemnification and advancement of expenses under

聽聽聽聽聽聽聽聽聽聽聽 Chapter 8.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.026.聽 DISSOLUTION; CONTINUATION OF EXISTENCE. (a)

聽聽聽聽聽聽聽聽聽聽聽 A decentralized unincorporated association may be dissolved by any

聽聽聽聽聽聽聽聽聽聽聽 of the following methods:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 at a time or by a method for dissolution specified

聽聽聽聽聽聽聽聽聽聽聽 by the governing principles of the association, if any;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 if the governing principles of the association do

聽聽聽聽聽聽聽聽聽聽聽 not provide a method for dissolution, with the approval of the

聽聽聽聽聽聽聽聽聽聽聽 members of the association in accordance with Section 253.016;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 if the number of members of the association is

聽聽聽聽聽聽聽聽聽聽聽 fewer than 500 and the association is not able to use a merger or

聽聽聽聽聽聽聽聽聽聽聽 conversion to form another valid entity under Chapter 10; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (4)聽 by court order to dissolve.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 After dissolution, a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association continues in existence until the association’s

聽聽聽聽聽聽聽聽聽聽聽 activities are wound up and the association is terminated under

聽聽聽聽聽聽聽聽聽聽聽 Section 253.027.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.027.聽 WINDING UP AND TERMINATION. (a) A dissolved

聽聽聽聽聽聽聽聽聽聽聽 decentralized unincorporated association shall wind up the

聽聽聽聽聽聽聽聽聽聽聽 association’s business. The association continues in existence

聽聽聽聽聽聽聽聽聽聽聽 after dissolution only for the purpose of winding up under this

聽聽聽聽聽聽聽聽聽聽聽 section.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (b)聽 In winding up a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association, the members:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 shall discharge the association’s debts,

聽聽聽聽聽聽聽聽聽聽聽 obligations, and other liabilities, settle and close the

聽聽聽聽聽聽聽聽聽聽聽 association’s business, and marshal and distribute any remaining

聽聽聽聽聽聽聽聽聽聽聽 property:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 in a manner required by law, other than this

聽聽聽聽聽聽聽聽聽聽聽 chapter, that requires assets of an association to be distributed

聽聽聽聽聽聽聽聽聽聽聽 to another entity or person with similar nonprofit purposes, if

聽聽聽聽聽聽聽聽聽聽聽 applicable to the association;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 in accordance with the association’s

聽聽聽聽聽聽聽聽聽聽聽 governing principles, and in the absence of applicable governing

聽聽聽聽聽聽聽聽聽聽聽 principles, to the current members of the association in proportion

聽聽聽聽聽聽聽聽聽聽聽 to their membership interests; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 if property cannot be distributed under

聽聽聽聽聽聽聽聽聽聽聽 Paragraph (A) or (B), under the laws governing unclaimed property

聽聽聽聽聽聽聽聽聽聽聽 for this state; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 may:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (A)聽 appoint and authorize an administrator to

聽聽聽聽聽聽聽聽聽聽聽 wind up the association in accordance with Section 253.017;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (B)聽 preserve the association operations and

聽聽聽聽聽聽聽聽聽聽聽 property as a going concern for a reasonable time;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (C)聽 prosecute and defend civil, criminal, or

聽聽聽聽聽聽聽聽聽聽聽 administrative actions and proceedings involving the association;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (D)聽 transfer the association’s property;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (E)聽 settle disputes involving the association by

聽聽聽聽聽聽聽聽聽聽聽 mediation or arbitration;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (F)聽 receive reasonable compensation for services

聽聽聽聽聽聽聽聽聽聽聽 rendered to the association in winding up the association; and

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽聽 (G)聽 perform other acts necessary or appropriate

聽聽聽聽聽聽聽聽聽聽聽 to effect the winding up.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 (c)聽 If the members of a decentralized unincorporated

聽聽聽聽聽聽聽聽聽聽聽 association do not appoint an administrator to wind up the

聽聽聽聽聽聽聽聽聽聽聽 association’s business, the members shall owe the association a

聽聽聽聽聽聽聽聽聽聽聽 duty of care in the conduct or winding up of the association

聽聽聽聽聽聽聽聽聽聽聽 operations to refrain from engaging in:

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (1)聽 grossly negligent or reckless conduct;

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (2)聽 wilful or intentional misconduct; or

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽聽聽聽聽聽聽 (3)聽 a knowing violation of the law.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.028.聽 MERGERS AND CONVERSIONS. A decentralized

聽聽聽聽聽聽聽聽聽聽聽 unincorporated association may effect a merger or conversion by

聽聽聽聽聽聽聽聽聽聽聽 complying with the applicable provisions of Chapter 10 and the

聽聽聽聽聽聽聽聽聽聽聽 association’s governing principles.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 Sec. 253.029.聽 UNIFORMITY OF APPLICATION AND CONSTRUCTION.

聽聽聽聽聽聽聽聽聽聽聽 This chapter shall be applied and construed to make uniform the law

聽聽聽聽聽聽聽聽聽聽聽 with respect to the subject of this chapter among states enacting

聽聽聽聽聽聽聽聽聽聽聽 it.

聽聽聽聽聽聽聽聽聽聽聽 聽聽聽聽聽聽 SECTION 7.聽 This Act takes effect September 1, 2023.