2023 Texas Statutes
Business Organizations Code
Title 2 - Corporations
Chapter 21 - For-Profit Corporations
Subchapter B. Formation and Governing Documents
Section 21.057. Bylaws
Sec. 21.057. BYLAWS. (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.
(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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 21.058. DUAL AUTHORITY. Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a corporation's bylaws, a corporation's shareholders may amend, repeal, or adopt the corporation's bylaws regardless of whether the bylaws may also be amended, repealed, or adopted by the corporation's board of directors.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
