Sec. 22.202. MANAGEMENT BY MEMBERS. (a) The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws.
(b) A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that:
(1) was incorporated before January 1, 1994; and
(2) has the management of its affairs vested in the corporation's members.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 22 - Nonprofit Corporations
Section 22.201. Management by Board of Directors
Section 22.202. Management by Members
Section 22.203. Board Member Eligibility Requirements
Section 22.204. Number of Directors
Section 22.205. Designation of Initial Board of Directors
Section 22.206. Election or Appointment of Board of Directors
Section 22.207. Election and Control by Certain Entities
Section 22.208. Term of Office
Section 22.209. Classification of Directors
Section 22.210. Non-Director Rights and Limitations
Section 22.211. Removal of Director
Section 22.2111. Resignation of Director
Section 22.214. Action by Directors
Section 22.215. Voting in Person or by Proxy
Section 22.216. Term and Revocability of Proxy
Section 22.217. Notice of Meeting; Waiver of Notice
Section 22.218. Management Committee
Section 22.219. Other Committees
Section 22.220. Action Without Meeting of Directors or Committee
Section 22.221. General Standards for Directors
Section 22.222. Religious Corporation Director's Good Faith Reliance on Certain Information
Section 22.224. Delegation of Investment Authority
Section 22.225. Loan to Director Prohibited
Section 22.226. Director Liability for Certain Distributions of Assets
Section 22.227. Dissent to or Abstention From Action
Section 22.228. Reliance on Written Opinion of Attorney
Section 22.229. Right to Contribution
Section 22.230. Contracts or Transactions Involving Interested Directors, Officers, and Members
Section 22.232. Election or Appointment of Officers
Section 22.233. Application to Church
Section 22.234. Religious Corporation Officer's Good Faith Reliance on Certain Information