Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Texas

At a glance

Requirements one by one

Initial adoption and organization

Under § 22.102, the board adopts initial bylaws unless the certificate vests management in members; in that event, members adopt them. Section 22.202 lets the certificate place management with members. Section 22.104 requires an organization meeting after the certificate is filed: organizers or a majority of named directors call the board meeting and notify each named director no later than the third day before it. For a member-managed corporation, an organizer calls the members’ meeting, with the section’s written, church-announcement, or certificate-authorized notice routes.

Amendment and document hierarchy

Section 22.102 gives the board amendment, repeal, and replacement power unless the chapter or certificate reserves it to members, members manage the corporation, or members expressly protect an adopted bylaw from later board amendment or repeal. Section 22.103 generally makes the certificate control an inconsistent bylaw, but gives a director-number bylaw priority unless the certificate says that number changes only by certificate amendment. For a board action, §§ 22.213–22.214 set the default quorum and majority-of-present-directors vote; a director present by proxy does not count toward quorum. Section 22.220 allows a certificate- or bylaw-authorized written-consent route and gives nonconsenting directors prompt notice after a less-than-unanimous consent.

Member action and notice

Section 22.159 supplies a default one-tenth member quorum and approval by a majority of the votes members present or represented by proxy are entitled to cast, subject to governing variations. Section 22.160 allows the certificate or bylaws to change class voting rights. For member meetings, § 22.156 ordinarily requires written notice 10 to 60 days before the meeting and states a distinct church route. Under § 6.201, unanimous written consent can replace a meeting; § 6.202 allows the certificate to authorize consent by the number of members who could approve with all entitled voters present.

Records

Section 22.351 gives a member who states a proper purpose in a written demand access to relevant corporate books and records at a reasonable time, with copying at the member’s expense. The bylaw question therefore includes who may inspect relevant records, separate from who may change the rules.

What trips people up

A certificate that vests management in members changes both the initial adopter and the board’s later amendment authority (§§ 22.102, 22.202). A certificate’s director-number statement also has the special § 22.103 exception: a later bylaw number prevails unless the certificate demands its own amendment.

Common questions

Can a member-approved bylaw be kept beyond the board’s amendment power? Members can expressly prohibit board amendment or repeal of that bylaw under § 22.102(c)(3).

Does a director’s proxy help make a board quorum? No. Section 22.213(b) excludes a director present by proxy from the quorum count, though § 22.214 describes voting in person or by proxy once a quorum exists.

Can the corporation use written consents for bylaw action? Sections 6.201–6.202 cover member action; § 22.220 supplies a separate, governing-document-authorized board route.

Statutes and sources

• Tex. Bus. Orgs. Code § 22.102 — “The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested in the corporation's members, by the members. (b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the certificate of formation. (c) The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless: (1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members; (2) the management of the corporation is vested in the corporation's members; or (3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.103 — “A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by Subsection (b). (b) A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.104 — “After the certificate of formation is filed, the board of directors named in the certificate of formation of a corporation shall hold an organization meeting of the board, either in or out of this state, at the call of the organizers or a majority of the directors to adopt bylaws and elect officers and for other purposes determined by the board at the meeting. The organizers or directors calling the meeting shall send notice of the time and place of the meeting to each director named in the certificate of formation not later than the third day before the date of the meeting. (b) A first meeting of the members may be held at the call of the majority of the directors on notice provided not later than the third day before the date of the meeting. The notice must state the purposes of the meeting. (c) If the management of a corporation is vested in the corporation's members, the members shall hold the organization meeting on the call of an organizer. An organizer who calls the meeting shall: (1) send notice of the time and place of the meeting to each member not later than the third day before the date of the meeting; (2) if the corporation is a church, make an oral announcement of the time and place of the meeting at a regularly scheduled worship service before the meeting; or (3) send notice of the meeting in the manner provided by the certificate of formation.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.156 — “A corporation other than a church shall provide written notice of the place, date, and time of a meeting of the members of the corporation and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice may be delivered personally or in accordance with Section 6.051 (b). (b) Notice of a meeting of the members of a corporation that is a church is sufficient if given by oral announcement at a regularly scheduled worship service before the meeting or as otherwise provided by the certificate of formation or bylaws of the corporation.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.159 — “Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum. (b) The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the certificate of formation or bylaws. (c) Unless otherwise provided by the certificate of formation or bylaws, a church incorporated before May 12, 1959, is considered to have provided in the certificate of formation or bylaws that members present at a meeting for which notice has been given constitute a quorum.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.160 — “Each member of a corporation, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, except to the extent that the voting rights of members of a class are limited, enlarged, or denied by the certificate of formation or bylaws of the corporation. (b) A member may vote in person or, unless otherwise provided by the certificate of formation or bylaws, by proxy executed in writing by the member or the member's attorney-in-fact. (c) Unless otherwise provided by the proxy, a proxy is revocable and expires 11 months after the date of its execution. A proxy may not be irrevocable for longer than 11 months. (d) If authorized by the certificate of formation or bylaws of the corporation, a member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.202 — “The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws. (b) A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that: (1) was incorporated before January 1, 1994; and (2) has the management of its affairs vested in the corporation's members.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.213 — “A quorum for the transaction of business by the board of directors of a corporation is the lesser of: (1) the majority of the number of directors set by the corporation's bylaws or, in the absence of a bylaw setting the number of directors, a majority of the number of directors stated in the corporation's certificate of formation; or (2) any number, not less than three, set as a quorum by the certificate of formation or bylaws. (b) A director present by proxy at a meeting may not be counted toward a quorum.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.214 — “The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.220 — “The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting of the corporation's directors or an action that may be taken at a meeting of the directors or a committee may be taken without holding a meeting, providing prior notice, or taking a vote if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting. The consent must state the date of each director's or committee member's signature. (b) Prompt notice of the taking of an action by directors or a committee without a meeting by less than unanimous written consent shall be given to each director or committee member who did not consent in writing to the action. (c) Notwithstanding a provision of this code, advance notice is not required to be given to take an action by written consent as provided by this section.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 22.351 — “A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 6.201 — “This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at an annual or special meeting of the owners or members of the entity or at a regular, special, or other meeting of the governing authority of the entity or a committee of the governing authority. (b) The owners or members or the governing authority of a filing entity, or a committee of the governing authority, may take action without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action signs a written consent or consents stating the action taken. Except as provided by this section, the written consent or consents take effect when signed by all persons entitled to vote on the action.” Official statute; accessed 2026-09-30.
• Tex. Bus. Orgs. Code § 6.202 — “This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at an annual or special meeting of the owners or members of the entity. (b) Except as provided by this code, the certificate of formation of a filing entity may authorize the owners or members of the entity to take action without holding a meeting, providing prior notice, or taking a vote if owners or members of the entity having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken.” Official statute; accessed 2026-09-30.