By-laws Adoption. – Every corporation formed under this code, must, within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a new code of by-laws for its government not inconsistent with this code.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
The secretary of state does not maintain the bylaws or tax exempt filings of any nonprofit organization. Some organizations that have obtained tax-exempt status from the Internal Revenue Service are required to make certain documents available to the public.
Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate “an actual fraud… primarily for the purpose of personal benefit”.
Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
23.057. MANAGEMENT BY BOARD OF DIRECTORS; NUMBER OF DIRECTORS. (a) The organization, control, and management of a corporation are vested in a board of directors. The board must consist of not fewer than 15 and not more than 21 directors.
A public company must have at least three directors (not counting alternate directors).
The following are Texas's requirements for directors of corporations: Minimum number. Corporations must have one or more directors.