Nonprofit Corporation Articles Amendment Approval and Filing in Texas
At a glance
| Governing act and amendment power | Texas Business Organizations Code; lawful certificate-of-formation changes by certificate of amendment or amended restatement (§§ 3.051–.053; 22.105–.109) |
|---|---|
| Board proposal and recommendation | Voting-member corporation: board resolution specifying amendment and submitting it to annual or special member meeting; member-managed corporation uses its own member-vote route (§§ 22.105–.106) |
| Member approval and vote | Ordinary voting members: at least two-thirds of votes present in person/proxy may cast; managing members: two-thirds of votes of members present; applicable certificate may require more (§§ 22.159, .162, .164(b)) |
| Class, group, or other approval | If certificate or bylaws gives a class vote, general approval plus at least two-thirds of each class’s votes present in person/proxy; certificate’s greater-vote clause controls (§§ 22.162, .164(c)) |
| No-member and board-only routes | No members or no voting members: majority of directors in office; voting-member corporation’s board alone may make listed duration, initial-person, agent and narrow name edits unless certificate limits (§§ 22.107, .164(b)(3)) |
| Notice and nonmeeting approval | Proposed amendment or summary in member notice; ordinary notice 10–60 days before meeting, church may use worship-service announcement; unanimous written consent available (§§ 22.105–.106, .156; 6.201) |
| Amendment filing contents | Certificate identifies corporation and entity type, each changed provision and new text, and confirms approval under law and governing documents (§§ 3.052–.053) |
| Signer, filing office, and fee | Authorized person signs; file with Texas Secretary of State in person, mail, courier, or approved electronic method; $25 certificate-of-amendment fee (§§ 4.001, .153(2)) |
| Effective time and restatement | Normally effective on filing; permitted specified date/time or event, no later than 90 days after signing; restatement with amendment follows amendment approval, $50 filing fee (§§ 4.051–.053, .153(9); 22.109) |
Requirements one by one
Approval and voting
Texas lets a filing entity amend its certificate of formation with a provision permitted in a new certificate, or to change membership rights (§ 3.051). For an ordinary nonprofit with voting members, § 22.105 requires the board to adopt a resolution specifying the proposal and submitting it to an annual or special member meeting. A corporation whose members manage its affairs under § 22.202 follows the separate member-meeting route in § 22.106.
The amendment is a “fundamental action” under § 22.164(a)(1). Voting-member approval requires at least two-thirds of the votes that members present in person or by proxy may cast; for member-managed corporations the statute specifies two-thirds of votes of members present. Under § 22.159, the ordinary default quorum is one-tenth of votes entitled to be cast, unless governing documents change it. If the certificate or bylaws entitles a class to vote separately, § 22.164(c) adds a two-thirds vote of each such class present in person or by proxy. A greater vote specified in the certificate controls under § 22.162.
When there are no members or none with voting rights, § 22.107(a) sends the amendment to the board and § 22.164(b)(3) requires a majority of directors in office. Section 22.107(b) also permits a board of a corporation with voting members to make narrow amendments without member approval, including deleting initial-director information, deleting old agent data after a statement of change, certain duration extensions, and limited name-designator or geographic-attribution edits, unless the certificate says otherwise.
Notice and written approval
Under § 22.105(b), written notice to a voting member includes the amendment or a summary. Under § 22.156(a), a corporation other than a church must give notice 10 to 60 days before the meeting; a church may use an oral announcement at a regularly scheduled worship service or the method in its certificate or bylaws. Section 22.106(b) makes its proposed-amendment notice subject to the member-managed corporation's certificate and bylaws.
Under § 6.201, a corporation may take an action otherwise taken at a member or governing-authority meeting by written consent signed by everyone entitled to vote. The amendment still needs the board proposal where § 22.105 requires one.
Certificate, filing, and effective time
Under § 3.052 and § 3.053, the corporation signs and files a certificate of amendment stating its name and entity type, identifying each added, changed, or deleted provision, giving the new text, and affirming approval under the Code and governing documents. An authorized person signs and delivers it to the Secretary of State by an approved method (§ 4.001). The statutory certificate-of-amendment fee is $25 (§ 4.153(2)).
Section 3.056 and § 4.051 make the amendment effective when the filing takes effect, ordinarily on filing. Under § 4.052 and § 4.053, the filing may state a specified later date, time, or event, with the effective date no later than 90 days after the instrument is signed. A restatement containing an amendment follows the amendment-approval route under § 22.109 and the contents rules in § 3.059; § 3.061 permits specified nonprofit director details to be updated without a new member vote. Under § 3.063, the effective restatement supersedes the earlier certificate and amendments. The restatement filing fee is $50 (§ 4.153(9)).
What trips people up
A general legal-name replacement follows the ordinary amendment vote. The board-only name changes in § 22.107(b)(4) are confined to similar corporate designators or a geographic attribution. Do not treat that narrow route as broad authority to rename a nonprofit.
The two-thirds member denominator in § 22.164(b) is the votes members present or represented can cast at the meeting, subject to quorum. It is not automatically two-thirds of all outstanding memberships. A separately entitled class needs its own two-thirds vote under § 22.164(c).
Common questions
Can the certificate demand more than two-thirds?
Yes. Section 22.162 gives effect to a certificate provision requiring a greater proportion of member votes.
Does a name change end a pending case under the old name?
No. Under § 3.056(c), an action brought by or against the corporation under its former name does not abate because of the change.
Statutes and sources
The quoted Texas nonprofit corporation chapter, certificate amendment chapter, filing and fee chapter, and written-consent chapter are current official Texas Business Organizations Code text, accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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