Nonprofit Corporation Director Removal and Vacancy Requirements in Texas

At a glance

Requirements one by one

Who selects and removes a director

Section 22.206 lets the certificate or bylaws set how directors are elected, appointed, or designated; when they do not, the board elects directors after the initial board. Under § 22.211(a), any removal procedure in those documents controls. Otherwise, the persons entitled to elect, designate, or appoint the director may remove the director with or without cause. For an elected director, § 22.211(b) requires an affirmative vote equal to the vote necessary to elect that director. The section does not substitute a universal majority-of-members threshold for that election-based test.

Member and board votes

Section 22.159 gives the ordinary member-meeting quorum and majority-present vote unless a greater rule applies, while § 22.161 addresses director elections and document-authorized cumulative voting. Read those alongside the election-equivalent removal test in § 22.211. For a board-elected director under § 22.206, the selecting persons are the board; § 22.214 supplies the ordinary board-action vote at a quorate meeting unless documents require more. A designated or appointed seat follows the identity of the person entitled to designate or appoint under § 22.211, and § 22.160 preserves class voting rights set in the certificate or bylaws.

Notice and voting methods

For a corporation other than a church, § 22.156 requires written member-meeting notice 10 to 60 days ahead and the purpose of a special meeting. The same section gives churches a distinct notice route. Section 22.160(d) allows member voting by mail, facsimile, or electronic message when the certificate or bylaws authorize it.

Resignation and vacancies

Section 22.2111 allows a director to resign by written notice to the corporation unless the certificate or bylaws provide otherwise. Under § 22.212(a), a majority of remaining directors may fill an ordinary vacancy even if they are fewer than a quorum; the replacement serves the predecessor's unexpired term. A vacancy created by increasing the number of directors is different: § 22.212(b) calls for member election at an annual or specially called meeting, or the document procedure if the corporation has no members or no members with a vote on the vacancy. Section 22.208(b) supplies the ordinary holdover until a successor is elected, appointed, or designated and qualified.

What trips people up

Section 22.212(b) treats a newly added board seat differently from an ordinary vacancy. The governing documents also matter twice: § 22.211 places their removal procedure first, and § 22.212 lets them alter vacancy filling.

Common questions

Can the person who appointed a director remove that director? In the absence of a document removal procedure, § 22.211(b) assigns removal to the persons entitled to appoint that director.

Does a director have to give a reason for resigning? Section 22.2111 requires written notice to the corporation, subject to a different certificate or bylaw rule; it does not state a reason requirement.

Statutes and sources

• Tex. Bus. Orgs. Code § 22.156: “Sec. 22.156. NOTICE OF MEETING. (a) 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 chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.159: “Sec. 22.159. QUORUM OF MEMBERS. (a) 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 chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.160: “Sec. 22.160. VOTING OF MEMBERS. (a) 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 chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.161: “Sec. 22.161. ELECTION OF DIRECTORS. (a) A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election the member has a right to vote. (b) If expressly authorized by the corporation's certificate of formation, the member may cumulate the member's vote by: (1) giving one candidate a number of votes equal to the number of the directors to be elected multiplied by the member's vote; or (2) distributing the votes on the same principle among any number of the candidates. (c) A member who intends to cumulate votes under Subsection (b) shall give written notice of the member's intention to the secretary of the corporation not later than the day preceding the date of the election.” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.206: “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.” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.208: “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 .” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.211: “Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation. (b) In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.2111: “Sec. 22.2111. RESIGNATION OF DIRECTOR. Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to the corporation.” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.212: “Sec. 22.212. VACANCY. (a) Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall be filled by the affirmative vote of the majority of the remaining directors, regardless of whether that majority is less than a quorum. A director elected to fill a vacancy is elected for the unexpired term of the member's predecessor in office. (b) A vacancy in the board occurring because of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose. If a corporation has no members or has no members with the right to vote on the vacancy, the vacancy shall be filled as provided by the certificate of formation or bylaws.” Official chapter 22 (accessed 2026-10-02).
• Tex. Bus. Orgs. Code § 22.214: “Sec. 22.214. ACTION BY DIRECTORS. 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 chapter 22 (accessed 2026-10-02).