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A BILL TO BE ENTITLED
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AN ACT
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Relating to management committees of religious institutions. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 22.218, Texas Business Organizations |
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Code, is amended to read as follows: |
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Sec. 22.218. MANAGEMENT COMMITTEE. (a) If authorized by |
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the certificate of formation or bylaws of the corporation, the |
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board of directors of a corporation, by resolution adopted by the |
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majority of the directors in office, may designate one or more |
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committees to have and exercise the authority of the board in the |
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management of the corporation to the extent provided by: |
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(1) the resolution; |
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(2) the certificate of formation; or |
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(3) the bylaws. |
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(b) Except as provided by Subsection (c), a [A] committee |
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designated under this section must consist of at least two persons. |
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The majority of the persons on the committee must be directors. If |
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provided by the certificate of formation or bylaws, the remaining |
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persons on the committee are not required to be directors. |
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(c) Notwithstanding Subsection (b), if the corporation is a |
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religious institution, a committee designated under this section |
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may be composed entirely of non-directors if the certificate of |
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formation or bylaws of the corporation so provide. |
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(d) [(c)] The designation of a committee and the delegation |
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of authority to the committee does not operate to relieve the board |
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of directors, or an individual director, of any responsibility |
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imposed on the board or director by law. A committee member who is |
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not a director has the same responsibility with respect to the |
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committee as a committee member who is a director. |
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SECTION 2. This Act takes effect September 1, 2009. |