Sec. 221.013. ARTICLES OF INCORPORATION. (a) The articles of incorporation of a development corporation must include:
(1) the corporation's name;
(2) a statement that the corporation is a nonprofit public corporation;
(3) the duration of the corporation, which may be perpetual;
(4) a statement that the purpose of the corporation is to acquire, construct, provide, improve, finance, and refinance a health facility to assist the maintenance of the public health;
(5) a statement that the corporation has no members and is a nonstock corporation;
(6) the street address of the corporation's initial registered office and the name of its initial registered agent at that address;
(7) the number of directors on the initial board of directors and those directors' names and addresses;
(8) each incorporator's name and street address;
(9) the sponsoring entity's name and address; and
(10) a statement that the sponsoring entity by resolution has specifically authorized the corporation to act on its behalf to further the public purpose set forth in the articles of incorporation, and has approved the articles of incorporation.
(b) The corporate powers enumerated in this chapter are not required to be included in the articles of incorporation.
(c) The articles of incorporation may include provisions for the regulation of the internal affairs of the development corporation, including a provision required or permitted by this chapter to be in the bylaws.
(d) Except as provided by Subsection (e), if a bylaw conflicts with the articles of incorporation, the articles of incorporation control.
(e) Unless the articles of incorporation provide that a change in the number of directors may be made only by amendment to those articles, the change may be made by amendment to the bylaws.
Acts 1989, 71st Leg., ch. 678, Sec. 1, eff. Sept. 1, 1989.
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