Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW. (a) 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). (b) 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. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Inconsistency Between Certificate of Formation and Bylaw
Tex. Business Organizations Code § 22.103, under Nonprofit Corporations.
Tex. Business Organizations Code § 22.103