Business Organizations Code revisor's report, part 4

Revised Law
Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A
professional association may amend the association's certificate
of formation as provided by:
(1) Chapter 3;
(2) the procedure for amendment stated in the
certificate of formation; or
(3) if the certificate of formation does not provide a
procedure for amending the certificate, a two-thirds vote of the
association's members.
(b) A professional association is not required to amend the
association's certificate of formation to reflect a change in
membership or a transfer of ownership interests in the
association. (TPAA 14.)
Source Law
14. (A) Authority to amend. A
professional association may amend its
articles of association, from time to time,
in accordance with the procedure for
amendment stated therein or if none is stated
therein, by two-thirds vote of its members.
(B) Acts not requiring amendment.
Changes in membership or transfer of shares
or units of ownership shall not require
amendment.
Revisor's Note
No substantive change is intended. A
cross-reference is added to Chapter 3, which
provides more detailed procedural provisions
regarding amendment of the certificate of
formation.
Revised Law
Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY.
(a) The members of a professional association may adopt bylaws
for the association.
(b) The authority to adopt bylaws for a professional
association granted under Subsection (a) may be delegated under
the certificate of formation to the governing authority of the
association. (TPAA 9(D).)
Source Law
(D) Bylaws. The members may adopt such
bylaws as they may deem proper, or the power
to promulgate bylaws of the association may
be delegated by the articles of association
to the Board of Directors or Executive