Texas Business Organizations Code 21.057 – Bylaws
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(a) The board of directors of a corporation shall adopt initial bylaws.
(b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation’s certificate of formation.
Terms Used In Texas Business Organizations Code 21.057
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
(c) A corporation’s board of directors may amend or repeal bylaws or adopt new bylaws unless:
(1) the corporation’s certificate of formation or this code wholly or partly reserves the power exclusively to the corporation’s shareholders; or
(2) in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the board of directors may not amend, repeal, or readopt that bylaw.