Nonprofit Corporation Director Election and Term Rules in Texas

At a glance

Requirements one by one

Board or member management

Chapter 22 ordinarily has a board manage the corporation (§ 22.201). The certificate may instead vest management in the members, or limit a board's authority (§ 22.202). For a board-managed corporation, the certificate names the initial directors (§ 22.205). Under § 22.208(a), initial directors serve until the first annual election unless the governing documents specify another period.

Choosing later directors

Section 22.206 lets the certificate or bylaws provide how later directors are elected, appointed, or designated. If neither gives a method, the board elects them. Under § 22.207, specified religious, charitable, educational, or eleemosynary boards may be affiliated with and elected by a convention, conference, or association; a board of a corporation with no voting members may also be wholly or partly elected by other associations or corporations when the documents provide for it.

Terms, classes, and holdover

Under § 22.208, governing documents set the ordinary term. If they set none, the director serves until the next annual election and until a successor is elected, appointed, or designated and qualified. The provision sets no numeric maximum. Section 22.209 permits director classes whose terms need not be uniform. For a replacement director, the documents or § 22.208(b)'s general default determine the term.

What trips people up

A certificate that vests management in members changes the basic governance route (§ 22.202). When it uses a board but says nothing about later director selection, § 22.206 sends that choice to the board. Director classes under § 22.209 may have unequal terms; they are a term structure, not necessarily a member class.

Common questions

Do voting members always elect directors? Section 22.206 leaves the method to the certificate or bylaws and gives the board the fallback when neither provides one.

Can different groups of directors have different terms? Yes. Section 22.209 expressly permits classes with nonuniform terms.

Statutes and sources

• Tex. Bus. Orgs. Code § 22.201 (accessed 2026-10-03): “Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS. Except as provided by Section 22.202 , the affairs of a corporation are managed by a board of directors. The board of directors may be designated by any name appropriate to the customs, usages, or tenets of the corporation.”
• Tex. Bus. Orgs. Code § 22.202 (accessed 2026-10-03): “Sec. 22.202. MANAGEMENT BY MEMBERS. (a) 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.”
• Tex. Bus. Orgs. Code § 22.205 (accessed 2026-10-03): “Sec. 22.205. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the members of the initial board of directors of the corporation.”
• Tex. Bus. Orgs. Code § 22.206 (accessed 2026-10-03): “Sec. 22.206. ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS. Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If the method of election, designation, or appointment is not provided by the certificate of formation or bylaws, directors other than the initial directors are elected by the board of directors.”
• Tex. Bus. Orgs. Code § 22.207 (accessed 2026-10-03): “Sec. 22.207. ELECTION AND CONTROL BY CERTAIN ENTITIES. (a) The board of directors of a religious, charitable, educational, or eleemosynary corporation may be affiliated with, elected, and controlled by an incorporated or unincorporated convention, conference, or association organized under the laws of this or another state, the membership of which is composed of representatives, delegates, or messengers from a church or other religious association. (b) The board of directors of a corporation may be wholly or partly elected by one or more associations or corporations organized under the laws of this or another state if: (1) the certificate of formation or bylaws of the corporation provide for that election; and (2) the corporation has no members with voting rights.”
• Tex. Bus. Orgs. Code § 22.208 (accessed 2026-10-03): “Sec. 22.208. TERM OF OFFICE. (a) Unless the director resigns or is removed, a director on the initial board of directors of a corporation holds office until the first annual election of directors or for the period specified in the certificate of formation or bylaws of the corporation. Directors other than the initial directors are elected, appointed, or designated for the terms provided by the certificate of formation or bylaws. (b) In the absence of a provision in the certificate of formation or bylaws setting the term of office for directors, a director holds office until the next annual election of directors and until a successor is elected, appointed, or designated and qualified. (c) A director may be removed from office as provided in Section 22.211 .”
• Tex. Bus. Orgs. Code § 22.209 (accessed 2026-10-03): “Sec. 22.209. CLASSIFICATION OF DIRECTORS. Directors may be divided into classes. The terms of office of the several classes are not required to be uniform.”