That depends. There are several situations where that is entirely permissible. Section 22.102 of the Texas Business Organizations Code (TBOC) controls Section 22.012 provides that:
- The initial bylaws of a corporation shall be adopted by the corporation’s board of directors or, if the management of the corporation is vested in the corporation’s members, by the members.
- The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the certificate of formation.
- The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless:
- this chapter or the corporation’s certificate of formation wholly or partly reserves the power exclusively to the corporation’s members;
- the management of the corporation is vested in the corporation’s members; or
- in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.