That phrase provides the corporation with the flexibility to differ from the default provisions provided by Chapter 181 and to write a governing provision better suited to its needs in its articles or bylaws. Section 181.0801 allows the articles of incorporation or bylaws approved by the members to authorize a person to exercise some or all of the powers that otherwise would be authorized by the board. In a corporate system, this allows direct delegation to a centralized decision maker, such as the system parent or sponsor. It allows nonstock corporations to be used as organizational tools, without the baggage of diffused decision making. In fact, some system corporations exist only because of a regulatory or funding requirement, and are little more than administrative units.
Delegation can make system functioning more efficient and effective.
A collateral effect, however, probably will be that corporate lines will become more blurred, and potential liability for decisions will flow to the person to whom the decision process is delegated. It is probable that the new governance provisions will give new meaning to old language. None of this is new in practice. The same results have been accomplished indirectly if tortuously. The indirect methods, however, have caused substantial distress to bond counsel required to opine that arrangements are valid and effective.