Section 22.103 of the Texas Business Organizations Code (TBOC) controls.
Sec. 22.103 provides that a provision of a certificate of formation of
a corporation that is inconsistent with a bylaw controls over the bylaw,
except as provided by Subsection (b). And, subsection (b) provides that
a change in the number of directors by amendment to the bylaws controls
over the number stated in the certificate of formation, unless the certificate
of formation provides that a change in the number of directors may be
made only by amendment to the certificate.