Tex. Bus. Orgs. Code § 22.102 · Subchapter C. FORMATION AND GOVERNING DOCUMENTS
BYLAWS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested in the corporation's members, by the members.
(b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the certificate of formation.
(c) The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless:
(1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members;
(2) the management of the corporation is vested in the corporation's members; or
(3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
- Text hash
- sha256 5b86034a204e5cba13b7aaa9a8c17392403efc52a265c2cb15733d5370a0c7f0
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.