Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Texas
At a glance
| Governing law and documents | Texas nonprofit with a board; certificate may instead vest management in members or limit board authority (Tex. Bus. Orgs. Code § 22.202). |
|---|---|
| Meeting type, caller, and place | Regular or special board meeting; consult governing documents for caller; place may be fixed by documents, caller, or all notice-entitled persons (§§ 22.217, 6.001(c)). |
| Regular meeting notice | With or without notice as bylaws prescribe; any required notice states meeting date, time, and place or remote access (§§ 22.217(a), 6.051(a)). |
| Special meeting notice | Notice as bylaws prescribe; purpose need not be stated unless bylaws require; general notice content still applies (§§ 22.217(b)-(d), 6.051(a)). |
| Notice waiver and objection | Attendance waives notice unless director attends expressly to object that the meeting was not lawfully called or convened (§ 22.217(b)). |
| Remote attendance | Conference phone or suitable electronic system allowing all to communicate; remote voter identity checked and vote recorded; participation is presence (§§ 6.002-.003). |
| Quorum and minimum | Lesser of board-size majority or document-set quorum of at least three; proxy-present director cannot count toward quorum (§ 22.213). |
| Director proxy | Only if certificate/bylaws allow written proxy; expires after three months; revocable unless proxy or law says otherwise; proxy does not make quorum (§§ 22.213(b), 22.215-.216). |
| Vote and assent | At quorum when act occurs, majority of directors present in person or by proxy; certificate/bylaws may require more (§ 22.214). |
Requirements one by one
Meeting notice and remote attendance
§ 22.217 puts regular and special board-meeting notice in the bylaws; special meetings must have notice, while regular meetings may be held with or without it as the bylaws prescribe. § 6.001(c) lets the governing documents or meeting caller fix a place in or outside Texas, or all persons entitled to notice agree on one. For any required notice, § 6.051(a) calls for the date and time and the physical location or the communication system and access method. § 6.002 permits a conference telephone or other suitable electronic system if every participant can communicate with every other participant.
Quorum, proxy, and the vote
Section 22.213 measures quorum as the lesser of the board-size majority or a document-set quorum of at least three. Its proxy sentence excludes a proxy-present director from the quorum count. Once quorum exists, § 22.214 lets a certificate- or bylaw-authorized written proxy join the votes counted from directors present in person; § 22.215 supplies that authorization and writing condition. § 22.216 ordinarily ends the proxy three months after execution.
What trips people up
The § 22.213 quorum count and § 22.214 vote count are different. A director's written proxy can supply a vote after quorum is present, but cannot supply the missing quorum. § 6.003 treats remote participation as presence, except where the participant joins expressly to object that the meeting was not lawfully called or convened.
Common questions
Can a remote vote be taken without checking who cast it? Section 6.002(b) requires reasonable measures to identify remote voters and a record of the vote or other action.
What if the certificate puts management with members? Section 22.202 permits that structure and allows a corporation with a board to limit its authority in the certificate or bylaws. The board-meeting rules answer how that board meets; they do not transfer a member decision to the board.
Statutes and sources
- Tex. Bus. Orgs. Code §§ 6.001-.003, 6.051, current official text accessed September 30, 2026.
- Tex. Bus. Orgs. Code §§ 22.202, 22.213-.217, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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