Court Opinions

State Laws

US Code

US Constitution

Texas Business Organizations Code - Section 22.218. Management Committee

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 22.218. Management Committee

§ 22.218. MANAGEMENT COMMITTEE.  (a) If authorized by the 
certificate of formation or bylaws of the corporation, the board of 
directors of a corporation, by resolution adopted by the majority 
of the directors in office, may designate one or more committees to 
have and exercise the authority of the board in the management of 
the corporation to the extent provided by:
		(1)  the resolution;                                                          
		(2)  the certificate of formation;  or                                        
		(3)  the bylaws.                                                              
	(b)  A committee designated under this section must consist 
of at least two persons.  The majority of the persons on the 
committee must be directors.  If provided by the certificate of 
formation or bylaws, the remaining persons on the committee are not 
required to be directors.
	(c)  The designation of a committee and the delegation of 
authority to the committee does not operate to relieve the board of 
directors, or an individual director, of any responsibility imposed 
on the board or director by law.  A committee member who is not a 
director has the same responsibility with respect to the committee 
as a committee member who is a director.

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

Last modified: August 11, 2007