What if a Provision in Our Bylaws Is Inconsistent With Our Certificate of Formation?

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.

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