Texas Business Organizations Code Title 2, Chapter 22 - Nonprofit Corporations

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 22.001 - Definitions
  In this chapter: (1) "Board of directors" means the group of persons vested with the management of the affairs of the corporation, regardless of the...

SUBCHAPTER B PURPOSES AND POWERS

• Texas Section 22.002 - Meetings By Remote Communications Technology
  Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation,...
• Texas Section 22.051 - General Purposes
  A nonprofit corporation may be formed for any lawful purpose or purposes not expressly prohibited under this chapter or Chapter 2, including any purpose described...
• Texas Section 22.052 - Dental Health Service Corporation
  (a) A charitable corporation may be formed to operate a dental health service corporation that manages and coordinates the relationship between a dentist who contracts...
• Texas Section 22.053 - Dividends Prohibited
  Except as provided by Section 22.054, a dividend may not be paid to, and no part of the income of a corporation may be distributed...
• Texas Section 22.054 - Authorized Benefits And Distributions
  A corporation may: (1) pay compensation in a reasonable amount to the members, directors, or officers of the corporation for services provided; (2) confer benefits...
• Texas Section 22.055 - Power To Assist Employee Or Officer
  (a) A corporation may lend money to or otherwise assist an employee or officer of the corporation, but not a director, if the loan or...
• Texas Section 22.056 - Health Organization Corporation
  (a) Doctors of medicine and osteopathy licensed by the Texas State Board of Medical Examiners and podiatrists licensed by the Texas State Board of Podiatric...

SUBCHAPTER C FORMATION AND GOVERNING DOCUMENTS

• Texas Section 22.0561 - Corporations Formed By Physicians And Physician Assistants
  (a) Physicians licensed under Subtitle B, Title 3, Occupations Code, and physician assistants licensed under Chapter 204, Occupations Code, may form a corporation to perform...
• Texas Section 22.101 - Incorporation Of Certain Organizations
  A religious society, a charitable, benevolent, literary, or social association, or a church may incorporate as a corporation governed by this chapter with the consent...
• Texas Section 22.102 - Bylaws
  (a) 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...
• Texas Section 22.103 - Inconsistency Between Certificate Of Formation And Bylaw
  (a) A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by...
• Texas Section 22.104 - Organization Meeting
  (a) After the certificate of formation is filed, the board of directors named in the certificate of formation of a corporation shall hold an organization...
• Texas Section 22.105 - Procedures To Adopt Amendment To Certificate Of Formation By Members Having Voting Rights
  (a) Except as provided by Section 22.107(b), to amend the certificate of formation of a corporation with members having voting rights, the board of directors...
• Texas Section 22.106 - Procedures To Adopt Amendment To Certificate Of Formation By Managing Members
  (a) To be approved, a proposed amendment to the certificate of formation of a corporation the management of the affairs of which is vested in...
• Texas Section 22.107 - Procedures To Adopt Amendment To Certificate Of Formation By Board Of Directors
  (a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under Subsection (b), an...
• Texas Section 22.108 - Number Of Amendments Subject To Vote At Meeting
  Any number of amendments to the corporation's certificate of formation may be submitted to and voted on by a corporation's members at any one meeting...

SUBCHAPTER D MEMBERS

• Texas Section 22.109 - Restated Certificate Of Formation
  (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedure to amend its...
• Texas Section 22.151 - Members
  (a) A corporation may have one or more classes of members or may have no members. (b) If the corporation has one or more classes...
• Texas Section 22.152 - Immunity From Liability
  The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation. Acts 2003, 78th Leg., ch. 182, Sec....
• Texas Section 22.153 - Annual Meeting
  (a) Except as provided by Subsection (b), a corporation shall hold an annual meeting of the members at a time that is stated in or...
• Texas Section 22.154 - Failure To Call Annual Meeting
  (a) If the board of directors of a corporation fails to call the annual meeting of members when required, a member of the corporation may...
• Texas Section 22.155 - Special Meetings Of Members
  A special meeting of the members of a corporation may be called by: (1) the president; (2) the board of directors; (3) members having not...
• Texas Section 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...
• Texas Section 22.157 - Special Bylaws Affecting Notice
  (a) A corporation may provide in the corporation's bylaws that notice of an annual or regular meeting is not required. (b) A corporation having more...
• Texas Section 22.158 - Preparation And Inspection Of List Of Voting Members
  (a) After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its...
• Texas Section 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...
• Texas Section 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,...
• Texas Section 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...
• Texas Section 22.162 - Greater Voting Requirements Under Certificate Of Formation
  If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by...
• Texas Section 22.163 - Record Date For Determination Of Members
  (a) The record date for determining members of a corporation may be set as provided by Section 6.101. (b) If a record date is not...

SUBCHAPTER E MANAGEMENT

• Texas Section 22.164 - Vote Required To Approve Fundamental Action
  (a) In this section, "fundamental action" means: (1) an amendment of a certificate of formation, including an amendment required for the cancellation of an event...
• Texas Section 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...
• Texas Section 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...
• Texas Section 22.203 - Board Member Eligibility Requirements
  A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of...
• Texas Section 22.204 - Number Of Directors
  (a) If the corporation has a board of directors, a corporation may not have fewer than three directors. The number of directors shall be set...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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. Acts 2003, 78th Leg., ch....
• Texas Section 22.210 - Ex Officio Member Of Board
  (a) The certificate of formation or bylaws of a corporation may provide that a person may be an ex officio member of the board of...
• Texas Section 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....
• Texas Section 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...
• Texas Section 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...
• Texas Section 22.213 - Quorum
  (a) A quorum for the transaction of business by the board of directors of a corporation is the lesser of: (1) the majority of the...
• Texas Section 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 is the...
• Texas Section 22.215 - Voting In Person Or By Proxy
  A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed...
• Texas Section 22.216 - Term And Revocability Of Proxy
  (a) A proxy expires three months after the date the proxy is executed. (b) A proxy is revocable unless otherwise provided by the proxy or...
• Texas Section 22.217 - Notice Of Meeting; Waiver Of Notice
  (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b)...
• Texas Section 22.218 - Management Committee
  (a) If authorized by the certificate of formation or bylaws of the corporation, the board of directors of a corporation, by resolution adopted by the...
• Texas Section 22.219 - Other Committees
  (a) The board of directors of a corporation, by resolution adopted by the majority of the directors at a meeting at which a quorum is...
• Texas Section 22.220 - Action Without Meeting Of Directors Or Committee
  (a) The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting...
• Texas Section 22.221 - General Standards For Directors
  (a) A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the...
• Texas Section 22.222 - Religious Corporation Director's Good Faith Reliance On Certain Information
  A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power...
• Texas Section 22.223 - Not A Trustee
  A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with...
• Texas Section 22.224 - Delegation Of Investment Authority
  (a) The board of directors of a corporation may: (1) contract with an advisor who is an investment counsel or a trust company, bank, investment...
• Texas Section 22.225 - Loan To Director Prohibited
  (a) A corporation may not make a loan to a director. (b) The directors of a corporation who vote for or assent to the making...
• Texas Section 22.226 - Director Liability For Certain Distributions Of Assets
  (a) In addition to any other liability imposed by law on the directors of a corporation, the directors who vote for or assent to a...
• Texas Section 22.227 - Dissent To Action
  (a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate...
• Texas Section 22.228 - Reliance On Written Opinion Of Attorney
  A director is not liable under Section 22.226 or 22.227 if, in the exercise of ordinary care, the director acted in good faith and in...
• Texas Section 22.229 - Right To Contribution
  A director against whom a claim is asserted under Section 22.226 or 22.227 and who is held liable on the claim is entitled to contribution...
• Texas Section 22.230 - Contracts Or Transactions Involving Interested Directors, Officers, And Members
  (a) This section applies to a contract or transaction between a corporation and: (1) one or more directors, officers, or members, or one or more...
• Texas Section 22.231 - Officers
  (a) The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other...
• Texas Section 22.232 - Election Or Appointment Of Officers
  (a) An officer of a corporation shall be elected or appointed at the time, in the manner, and for the terms prescribed by the certificate...
• Texas Section 22.233 - Application To Church
  A corporation that is a church is not required to have officers as provided by this subchapter. The duties and responsibilities of the officers may...
• Texas Section 22.234 - Religious Corporation Officer's Good Faith Reliance On Certain Information
  An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and...

SUBCHAPTER F FUNDAMENTAL BUSINESS TRANSACTIONS

• Texas Section 22.235 - Officer Liability
  (a) An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the...
• Texas Section 22.251 - Approval Of Merger
  (a) A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section. (b) If...
• Texas Section 22.252 - Approval Of Sale Of All Or Substantially All Of Assets
  (a) A corporation must approve the sale of all or substantially all of its assets by complying with this section. (b) If the corporation has...
• Texas Section 22.253 - Meeting Of Members; Notice
  (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d)...
• Texas Section 22.254 - Pledge, Mortgage, Deed Of Trust, Or Trust Indenture
  (a) Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation: (1) the board of directors of a corporation may authorize...
• Texas Section 22.255 - Conveyance By Corporation
  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members. Acts 2003, 78th Leg.,...
• Texas Section 22.256 - Approval Of Conversion
  (a) A domestic corporation must approve a conversion under Chapter 10 by complying with this section. (b) If the corporation has no members or has...

SUBCHAPTER G WINDING UP AND TERMINATION

• Texas Section 22.257 - Approval Of Exchange
  (a) A domestic corporation must approve an exchange under Chapter 10 by complying with this section. (b) If the corporation has no members or has...
• Texas Section 22.301 - Approval Of Voluntary Winding Up, Reinstatement, Revocation Of Voluntary Winding Up, Or Distribution Plan
  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event...
• Texas Section 22.302 - Certain Procedures For Approval
  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up,...
• Texas Section 22.303 - Meeting Of Members; Notice
  (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that...
• Texas Section 22.304 - Application And Distribution Of Property
  (a) After all liabilities and obligations of a corporation in the process of winding up are paid, satisfied, and discharged in accordance with Section 11.053,...
• Texas Section 22.305 - Distribution Plan
  A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by...

SUBCHAPTER H RECORDS AND REPORTS

• Texas Section 22.307 - Responsibility For Winding Up
  If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by: (1) the directors, if...
• Texas Section 22.351 - Member's Right To Inspect Books And Records
  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...
• Texas Section 22.352 - Financial Records And Annual Reports
  (a) A corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures,...
• Texas Section 22.353 - Availability Of Financial Information For Public Inspection
  (a) A corporation shall keep records, books, and annual reports of the corporation's financial activity at the corporation's registered or principal office in this state...
• Texas Section 22.354 - Failure To Maintain Financial Record Or Prepare Annual Report; Offense
  (a) A corporation commits an offense if the corporation fails to maintain a financial record, prepare an annual report, or make the record or report...
• Texas Section 22.355 - Exemptions From Certain Requirements Relating To Financial Records And Annual Reports
  Sections 22.352, 22.353, and 22.354 do not apply to: (1) a corporation that solicits funds only from members of the corporation; (2) a corporation that...
• Texas Section 22.356 - Corporations Assisting State Agencies
  (a) In this section, "state agency" means: (1) a board, commission, department, office, or other entity that is in the executive branch of state government...
• Texas Section 22.357 - Report Of Domestic And Foreign Corporations
  (a) The secretary of state may require a domestic corporation or a foreign corporation registered to conduct affairs in this state to file a report...
• Texas Section 22.358 - Notice Regarding Report
  (a) The secretary of state shall send written notice that the report required by Section 22.357 is due. The notice must be: (1) addressed to...
• Texas Section 22.359 - Filing Of Report
  A copy of the report must be filed with the secretary of state in accordance with Chapter 4 not later than the 30th day after...
• Texas Section 22.360 - Failure To File Report
  (a) A domestic or foreign corporation that fails to file a report under Sections 22.357 and 22.359 when the report is due forfeits the corporation's...
• Texas Section 22.361 - Notice Of Forfeiture
  Notice of forfeiture under Section 22. 360 shall be mailed to the corporation's registered agent at the registered office or to the corporation at: (1)...
• Texas Section 22.362 - Effect Of Forfeiture
  (a) Unless the right of the corporation to conduct affairs in this state is revived under Section 22.363: (1) the corporation may not maintain an...
• Texas Section 22.363 - Revival Of Right To Conduct Affairs
  (a) A corporation may be relieved from a forfeiture under Section 22.360 by filing the required report, accompanied by the revival fee, not later than...
• Texas Section 22.364 - Failure To Revive; Termination Or Revocation
  (a) The failure of a corporation that has forfeited its right to conduct affairs in this state to revive that right under Section 22.363 is...

SUBCHAPTER I CHURCH BENEFITS BOARDS

• Texas Section 22.365 - Reinstatement
  (a) A corporation that is terminated or the registration of which has been revoked as provided by Section 22.364 may be relieved of the termination...
• Texas Section 22.401 - Definition
  In this chapter, "church benefits board" means an organization described by Section 414(e)(3)(A), Internal Revenue Code, that: (1) has the principal purpose or function of...
• Texas Section 22.402 - Pensions And Benefits
  When authorized by the corporation's members or as otherwise provided by law, a domestic or foreign nonprofit corporation formed for a religious purpose may provide,...
• Texas Section 22.403 - Contributions
  (a) A church benefits board may provide for: (1) the collection of contributions and other payments to assist in providing pensions and benefits under this...
• Texas Section 22.404 - Power To Act As Trustee
  A church benefits board may act as: (1) a trustee under a lawful trust committed to the board by contract, will, or otherwise; and (2)...
• Texas Section 22.405 - Documents And Agreements
  A church benefits board may provide to a program participant a certificate or agreement of participation, a debenture, or an indemnification agreement, as appropriate to...
• Texas Section 22.406 - Indemnification
  A church benefits board, or an affiliate wholly owned by the board, may agree to indemnify against damage or risk of loss: (1) a minister,...
• Texas Section 22.407 - Protection Of Benefits
  (a) Money or other benefits that have been or will be provided to a participant or a beneficiary under a plan or program provided by...
• Texas Section 22.408 - Assignment Of Benefits
  An assignment or transfer or an attempt to make an assignment or transfer by a beneficiary of money, benefits, or other rights under a plan...
• Texas Section 22.409 - Insurance Code Not Applicable
  The Insurance Code does not apply to a church benefits board or a program, plan, benefit, or activity of the board or a person affiliated...

Last modified: September 28, 2016