(a) A professional association may wind up and terminate the association's business as provided by:
(1) the association's certificate of formation; or
(2) if the certificate of formation does not provide for the winding up and termination of the association, a two-thirds vote of the association's members.
(b) Except as provided by Subsection (c), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional association on behalf of the association.
(c) If a professional association does not have any living officer, the certificate of termination must be executed by the legal representative of the last surviving officer of the association.