Tex. Bus. Orgs. Code § 22.202 · Subchapter E. MANAGEMENT

MANAGEMENT BY MEMBERS.

Verbatim from the official edition

Text — Current through the 89th 2nd Called Legislative Session, 2025

(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.

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 b58b8ae2eefbe57956ad2f2ee3adaa8926bdaf4100a20880b1d06aa4a74ad203
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

Cited by 15 provisions

Provisions in this library whose text cites Tex. Bus. Orgs. Code § 22.202. Each shows the citation as that text prints it.

Business Organizations Code

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