- (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.