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Texas Business Organizations Code

§ 22.103 — INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW

BO § 22.103Title 2. CORPORATIONS · Ch. 22. NONPROFIT CORPORATIONS · Art. C. FORMATION AND GOVERNING DOCUMENTS

Statute text

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(a)A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by Subsection (b).
(b)A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.

Legislative history

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Source: Texas Business Organizations Code § 22.103 from the Texas Constitution and Statutes (Texas Legislature) (public record). DecisionDepot is for informational use only and is not legal advice — verify against the official source before relying on this text.