Tex. Business Organizations Code § 22.202
This is the official text of Tex. Business Organizations Code § 22.202, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 22.202. MANAGEMENT BY MEMBERS.
Official statutory text
(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.
(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.
Status: in_force · Read it on the official government site
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