Sec. 200.311. COMMITTEES OF TRUST MANAGERS. (a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority of the trust managers, may designate:

(1) committees composed of one or more trust managers; or

(2) trust managers as alternate committee members to replace absent or disqualified committee members at a committee meeting, subject to any limitations imposed by the trust managers.

(b) To the extent provided by the resolution designating a committee or the certificate of formation or bylaws and subject to Subsection (c), the committee has the authority of the trust managers.

(c) A committee of the trust managers may not:

(1) amend the certificate of formation, except to classify or reclassify shares in accordance with Section 200.103 if authorized by the resolution designating the committee, certificate of formation, or bylaws;

(2) propose a reduction of stated capital of the real estate investment trust;

(3) approve a plan of merger or share exchange of the real estate investment trust;

(4) recommend to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the real estate investment trust not made in the usual and regular course of its business;

(5) recommend to the shareholders a voluntary winding up and termination or a revocation of the real estate investment trust;

(6) amend, alter, or repeal the bylaws or adopt new bylaws;

(7) fill vacancies in the offices of the trust managers;

(8) fill vacancies in or designate alternate members of a committee of the trust managers;

(9) fill a vacancy to be filled because of an increase in the number of trust managers;

(10) elect or remove officers of the real estate investment trust or members or alternate members of a committee of the trust managers;

(11) set the compensation of the members or alternate members of a committee of the trust managers; or

(12) alter or repeal a resolution of the trust managers that states that it may not be amended or repealed.

(d) A committee of the trust managers may authorize a distribution or the issuance of shares if authorized by the resolution designating the committee or by the certificate of formation or bylaws.

(e) The designation of and delegation of authority to a committee of the trust managers does not relieve a trust manager of responsibility imposed by law.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.