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