Sec. 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, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 22 - Nonprofit Corporations
Subchapter C. Formation and Governing Documents
Section 22.101. Incorporation of Certain Organizations
Section 22.103. Inconsistency Between Certificate of Formation and Bylaw
Section 22.104. Organization Meeting
Section 22.106. Procedures to Adopt Amendment to Certificate of Formation by Managing Members
Section 22.107. Procedures to Adopt Amendment to Certificate of Formation by Board of Directors
Section 22.108. Number of Amendments Subject to Vote at Meeting