Nonprofit Corporation Board Action Without a Meeting in Texas
At a glance
| Governing law and documents | Bus. Orgs. Code § 6.201 allows unanimous governing-authority/committee consent for filing entities; nonprofit § 22.220 permits a lesser meeting-vote threshold if certificate or bylaws authorize it. Member-managed corporations can limit board authority (§ 22.202(a)). |
|---|---|
| Covered actions and limits | § 6.201(a) covers action required or authorized at a governing-authority/committee meeting; § 22.220(a) covers nonprofit actions required at a directors meeting or possible at a directors/committee meeting, subject to the actor’s authority. |
| Required consent threshold | Unanimous route: each person entitled to vote signs (§ 6.201(b)); document-authorized nonprofit route: directors/committee members sufficient to pass the action with all present and voting (§ 22.220(a)); default board meeting vote is majority present unless documents require more (§ 22.214). |
| Notice and objection | No advance notice for either route (§§ 6.201(b), 22.220(a), (c)); prompt notice after less-than-unanimous action goes to each nonconsenting director or committee member (§ 22.220(b)); § 22.220 states no director veto. |
| Committee action | Both routes cover an authorized board committee; § 22.218 permits delegated management committees, including some religious committees composed entirely of nondirectors; § 22.219 committees lack board management authority. |
| Form, signature, and electronic method | Written consent states action and is signed; § 22.220(a) requires each signer’s date. Under § 6.205(b)–(c), electronic transmission counts as signed writing when sender and transmission date are determinable, unless governing documents provide otherwise. |
| Delivery and records | Neither § 6.201 nor § 22.220 names a separate board-consent delivery recipient. A nonprofit keeps minutes of governing-authority and committee proceedings (§ 3.151(a)(2)); convertible electronic records are allowed (§ 3.151(b)). |
| Effective time and revocation | Unanimous § 6.201 consent ordinarily takes effect when all entitled voters sign; future event/time up to 60 days after all sign and revocation before effective time are expressly allowed (§ 6.201(b)–(b-5)). § 22.220 states no corresponding clock for lesser consents. |
| Legal effect and exceptions | § 6.201(c) gives unanimous consent the effect of a unanimous meeting vote; § 22.220 authorizes the document-based lesser-signature action with prompt notice. Committee delegation and member-management limits remain (§§ 22.202(a), 22.218–.219). |
Requirements one by one
Two statutory routes
A nonprofit corporation is governed by Chapter 22 and is a filing entity (§ 1.002(22), (59)). Section 6.201(a)–(b) lets a filing entity's governing authority or committee act without a meeting or notice if each person entitled to vote signs a written consent stating the action. This unanimous route does not depend on a special certificate or bylaw authorization.
Section 22.220(a) separately lets the certificate of formation or bylaws authorize action by the number of directors or committee members needed at a meeting where all are present and voting. It reaches actions required by Chapter 22 at a directors meeting or possible at a directors or committee meeting. Section 22.214 ordinarily makes a majority of directors present at a quorum meeting sufficient unless the certificate or bylaws require more. The consent threshold uses the vote needed with everyone present and voting, not merely the meeting quorum. A certificate may vest management in members or limit board authority (§ 22.202(a)); consent cannot grant authority the board lacks.
Notice, form, and electronic transmission
Section 22.220(a), (c) dispenses with advance notice. After action by less than unanimous written consent, § 22.220(b) requires prompt notice to each nonconsenting director or committee member. The unanimous § 6.201(b) route also dispenses with notice. Section 22.220 states no separate objection veto.
The § 22.220(a) consent must state the action and the date of each signature. Section 6.201(b) likewise requires a written consent or consents stating the action. A reliable reproduction may substitute for an original signed consent (§ 6.205(a)). Under § 6.205(b)–(c), an electronic transmission counts as signed writing if it identifies who transmitted it (or on whose behalf) and the transmission date, unless governing documents provide otherwise. If the consent has no other date, the transmission date is its signing date.
Timing, records, and committees
For unanimous action, § 6.201(b) makes the consent effective when everyone entitled to vote has signed, unless its future-time provisions apply. Under § 6.201(b-1)–(b-5), the consent or written instruction to an agent may set a future event or time no later than the 60th day after all required signers have signed. If future times differ, the latest governs; a signer may revoke before the applicable effective time. Section 22.220 states no corresponding last-signature, delivery, or revocation clock for its lesser-signature route. The separate rule in § 6.202(a) addresses owner or member action, not board action.
Section 3.151(a)(2), (b) requires minutes of governing-authority and committee proceedings and permits convertible electronic records. Neither consent section names a separate recipient to whom board consent must be delivered. A unanimous § 6.201(c) consent has the effect of a unanimous meeting vote.
An authorized management committee may use the applicable consent route. Section 22.218(a) permits delegation through the certificate or bylaws or an authorized board resolution; § 22.218(b-1) allows a religious institution's certificate or bylaws to designate a committee entirely of nondirectors. A committee under § 22.219(a) has no board management authority, so its consent cannot substitute for board action.
What trips people up
The 60-day future-effect limit under § 6.201(b-1) is measured after everyone signs. It is not a 60-day collection window for nonprofit board signatures. The § 6.202(a) owner/member route does not supply a board-consent delivery rule.
Common questions
Can fewer than all directors sign?
Yes, when the nonprofit certificate or bylaws authorize § 22.220(a) and enough directors sign to pass the action at a meeting with everyone present and voting. Prompt notice must reach each nonconsenting director (§ 22.220(b)).
Can consent be electronic?
Yes, if the transmission satisfies § 6.205(b)'s sender and date requirements and the governing documents do not provide otherwise. Section 6.205(c) supplies the signing date if the consent has no other date.
Statutes and sources
- Tex. Bus. Orgs. Code § 1.002 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 3.151 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 6.201 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 6.202 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 6.205 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 22.202 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 22.214 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 22.218 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 22.219 — current official section text, accessed October 1, 2026.
- Tex. Bus. Orgs. Code § 22.220 — current official section text, accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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