|
|
|
|
AN ACT
|
|
relating to management committees of certain nonprofit |
|
corporations. |
|
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
|
SECTION 1. Section 22.218, Business Organizations Code, is |
|
amended by amending Subsection (b) and adding Subsection (b-1) to |
|
read as follows: |
|
(b) A committee designated under this section must consist |
|
of at least two persons. Except as provided by Subsection (b-1), |
|
the [The] majority of the persons on the committee must be |
|
directors. If provided by the certificate of formation or bylaws, |
|
the remaining persons on the committee are not required to be |
|
directors. |
|
(b-1) If a corporation is a religious institution and if |
|
provided by the corporation's certificate of formation or bylaws, a |
|
committee designated under this section may be composed entirely of |
|
persons who are not directors of the corporation. |
|
SECTION 2. Section A, Article 2.18, Texas Non-Profit |
|
Corporation Act (Article 1396-2.18, Vernon's Texas Civil |
|
Statutes), is amended to read as follows: |
|
A. If the articles of incorporation or the bylaws so provide, |
|
the board of directors, by resolution adopted by a majority of the |
|
directors in office, may designate one or more committees, which, |
|
to the extent provided in such resolution, in the articles of |
|
incorporation, or in the bylaws, shall have and exercise the |
|
authority of the board of directors in the management of the |
|
corporation. Each such committee shall consist of two or more |
|
persons, and except as provided by this section, a majority of the |
|
persons on a committee designated under this section must be [whom
|
|
are] directors; the remainder, if the articles of incorporation or |
|
the bylaws so provide, need not be directors. If a corporation is a |
|
religious institution and if provided by the corporation's articles |
|
of incorporation or bylaws, a committee designated under this |
|
section may be composed entirely of persons who are not directors of |
|
the corporation. The designation of such committees and the |
|
delegation thereto of authority shall not operate to relieve the |
|
board of directors, or any individual director, of any |
|
responsibility imposed upon it or him by law. Any non-director who |
|
becomes a member of any such committee shall have the same |
|
responsibility with respect to such committee as a director who is a |
|
member thereof. |
|
SECTION 3. This Act takes effect September 1, 2009. |
|
|
|
______________________________ |
______________________________ |
|
President of the Senate |
Speaker of the House |
|
|
|
I certify that H.B. No. 4103 was passed by the House on May |
|
15, 2009, by the following vote: Yeas 144, Nays 0, 1 present, not |
|
voting. |
|
|
|
______________________________ |
|
Chief Clerk of the House |
|
|
|
I certify that H.B. No. 4103 was passed by the Senate on May |
|
27, 2009, by the following vote: Yeas 31, Nays 0. |
|
|
|
______________________________ |
|
Secretary of the Senate |
|
APPROVED: _____________________ |
|
Date |
|
|
|
_____________________ |
|
Governor |