Texas State Statute Code
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Art. 2.23.
BYLAWS.
- The initial bylaws of a corporation shall be adopted by its board of directors.The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
- A corporation's board of directors may amend or repeal the corporation's bylaws, or adopt new bylaws, unless:
- the articles of incorporation or this Act reserves the power exclusively to the shareholders in whole or part; or
- the shareholders in amending, repealing, or adopting a particular bylaw expressly provide that the board of directors may not amend or repeal that bylaw.
- Unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise as to all or some portion of a corporation's bylaws, a corporation's shareholders may amend, repeal, or adopt the corporation's bylaws even though the bylaws may also be amended, repealed, or adopted by its board of directors.
Art. 2.31.
BOARD OF DIRECTORS.
A. Except as provided by Article 2.30-1 and Part Twelve of this Act, the powers of a corporation shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the board of directors of the corporation. Directors need not be residents of this State or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors.
Art. 3.01.
INCORPORATORS.
A. Any natural person of the age of eighteen (18) years or more, or any domestic or foreign corporation, estate, or other entity may act as an incorporator of a corporation by signing the articles of incorporation for such corporation and by delivering the original and a copy of the articles of incorporation to the Secretary of State.
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LLC
§ 3.004.
ORGANIZERS.
- Any person having the capacity to contract for the person or for another may be an organizer of a filing entity.
- Each organizer of a filing entity must sign the certificate of formation of the filing entity, except that:
- each general partner must sign the certificate of formation of a domestic limited partnership; and
- each trust manager must sign and acknowledge before an officer who is authorized by law to take acknowledgment of a deed the certificate of formation of a domestic real estate investment trust.
§ 101.101.
MEMBERS REQUIRED.
- A limited liability company may have one or more members. Except as provided by this section, a limited liability company must have at least one member.
- A limited liability company that has managers is not required to have any members during a reasonable period between the date the company is formed and the date the first member is admitted to the company.
- A limited liability company is not required to have any members during the period between the date the continued membership of the last remaining member of the company is terminated and the date the agreement to continue the company described by Section 11.056 is executed.
§ 101.251.
MEMBERSHIP.
The governing authority of a limited liability company consists of:
- the managers of the company, if the company's certificate of formation states that the company will have one or more managers; or
- the members of the company, if the company's certificate of formation states that the company will not have managers.