| A.__For a domestic or foreign general partnership, its | partnership agreement; |
|
| B.__For a limited partnership or foreign limited | partnership, its certificate of limited partnership and | partnership agreement; |
|
| C.__For a domestic or foreign limited liability company, its | articles of organization and operating agreement, or | comparable records as provided in its governing statute; |
|
| D.__For a business trust, its agreement of trust and | declaration of trust; |
|
| E.__For a domestic or foreign corporation for profit, its | articles of incorporation, bylaws and other agreements among | its shareholders that are authorized by its governing | statute, or comparable records as provided in its governing | statute; and |
|
| F.__For any other organization, the basic records that | create the organization and determine its internal | governance and the relations among the persons that own it, | have an interest in it or are members of it. |
|
| | 10.__Personal liability.__"Personal liability" means personal | liability for a debt, liability or other obligation of an | organization that is imposed on a person that co-owns, has an | interest in or is a member of the organization: |
|
| A.__By the organization's governing statute solely by reason | of the person co-owning, having an interest in or being a | member of the organization; or |
|
| B.__By the organization's organizational documents under a | provision of the organization's governing statute | authorizing those documents to make one or more specified | persons liable for all or specified debts, liabilities and | other obligations of the organization solely by reason of | the person or persons co-owning, having an interest in or | being a member of the organization. |
|
| | 11.__Surviving organization.__"Surviving organization" means | an organization into which one or more other organizations are | merged. A surviving organization may preexist the merger or be | created by the merger. |
|
|