Texas Business Organizations Code
§ 22.202 — MANAGEMENT BY MEMBERS
BO § 22.202Title 2. CORPORATIONS · Ch. 22. NONPROFIT CORPORATIONS · Art. E. MANAGEMENT
Statute text
View on source(a)The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws.
(b)A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that:
(1)was incorporated before January 1, 1994; and
(2)has the management of its affairs vested in the corporation's members.
Legislative history
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.