Sec. 22.109. RESTATED CERTIFICATE OF FORMATION. (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedure to amend its certificate of formation provided by Sections 22.104-22.107, except that:
(1) member approval is required only if the restated certificate of formation contains an amendment; and
(2) the members may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 22.302(1)(B) or 22.302(2), as applicable.
(b) A person shall file a restated certificate of formation as provided by Chapter 4, and the restated certificate of formation takes effect as provided by Subchapter B, Chapter 3.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 67, eff. January 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 27, eff. September 1, 2015.
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