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Texas Business Organizations Code - Section 22.103. Inconsistency Between Certificate Of Formation And Bylaw

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 22.103. Inconsistency Between Certificate Of Formation And Bylaw

§ 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION 
AND BYLAW.  (a) A provision of a certificate of formation of a 
corporation that is inconsistent with a bylaw controls over the 
bylaw, except as provided by Subsection (b).
	(b)  A change in the number of directors by amendment to the 
bylaws controls over the number stated in the certificate of 
formation, unless the certificate of formation provides that a 
change in the number of directors may be made only by amendment to 
the certificate.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007