Texas Business Corporation Act - Article 2.36. Committees Of The Board Of Directors

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Art. 2.36. Committees of the Board of Directors                               

A. If the articles of incorporation or the bylaws so provide, the 
board of directors may designate from among its members one or more 
committees, each of which shall be comprised of one or more of its 
members, and may designate one or more of its members as alternate 
members of any committee, who may, subject to any limitations 
imposed by the board of directors, replace absent or disqualified 
members at any meeting of that committee.  Any such committee, to 
the extent provided in the resolution of the board of directors or 
in the articles of incorporation or the bylaws, shall have and may 
exercise all of the authority of the board of directors, subject to 
the limitations set forth in Sections B and C of this Article.

B. No committee of the board of directors shall have the authority 
of the board of directors in reference to:

(1) amending the articles of incorporation, except that a committee 
may, to the extent provided in the resolution designating that 
committee or in the articles of incorporation or the bylaws, 
exercise the authority of the board of directors vested in it in 
accordance with Article 2.13 of this Act;

(2) proposing a reduction of the stated capital of the corporation 
in the manner permitted by Article 4.12 of this Act;

(3) approving a plan of merger, share exchange, or conversion of the 
corporation;

(4) recommending to the shareholders the sale, lease, or exchange 
of all or substantially all of the property and assets of the 
corporation otherwise than in the usual and regular course of its 
business;

(5) recommending to the shareholders a voluntary dissolution of the 
corporation or a revocation thereof;

(6) amending, altering, or repealing the bylaws of the corporation 
or adopting new bylaws of the corporation;

(7) filling vacancies in the board of directors;                              

(8) filling vacancies in or designating alternate members of any 
such committee;

(9) filling any directorship to be filled by reason of an increase 
in the number of directors;

(10) electing or removing officers of the corporation or members or 
alternate members of any such committee;

(11) fixing the compensation of any member or alternate members of 
such committee;  or

(12) altering or repealing any resolution of the board of directors 
that by its terms provides that it shall not be so amendable or 
repealable.

C. Unless the resolution designating a particular committee, the 
articles of incorporation, or the bylaws expressly so provide, no 
committee of the board of directors shall have the authority to 
authorize a distribution or to authorize the issuance of shares of 
the corporation.

D. The designation of a committee of the board of directors and the 
delegation thereto of authority shall not operate to relieve the 
board of directors, or any member thereof, of any responsibility 
imposed by law.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1973, 63rd Leg., p. 1501, ch. 545, Sec. 25, eff. Aug. 27, 1973;  
Acts 1975, 64th Leg., p. 316, ch. 134, Sec. 13, eff. Sept. 1, 1975;  
Acts 1983, 68th Leg., p. 3152, ch. 540, Sec. 7, eff. Aug. 29, 1983;  
Acts 1985, 69th Leg., ch. 128, Sec. 10, eff. May 20, 1985;  Acts 
1989, 71st Leg., ch. 801, Sec. 20, eff. Aug. 28, 1989;  Acts 1997, 
75th Leg., ch. 375, Sec. 14, eff. Sept. 1, 1997.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 16, eff. Sept. 
1, 2003.

Last modified: August 10, 2007