What the statute requires
- Governing statute
- Texas Nonprofit Corporation Law (Business Organizations Code, Chapter 22), Tex. Bus. Orgs. Code sections 22.001 to 22.515
- Minimum directors
- 3. Section 22.204(a): a corporation that has a board may not have fewer than three directors. The number is set by the certificate of formation or bylaws, and the initial number must be in the certificate of formation. A corporation whose certificate of formation puts management in the members instead of a board is not subject to this minimum.
- Term length
- Whatever the certificate of formation or bylaws provide. If neither sets a term, a director holds office until the next annual election of directors and until a successor is elected, appointed, or designated and qualified (section 22.208). The law sets no maximum term.
- Term limits
- Not specified by statute.
- Quorum
- Quorum is the lesser of a majority of the number of directors set by the bylaws (or, if the bylaws are silent, the certificate of formation), or any number the certificate of formation or bylaws set as a quorum so long as that number is at least three (section 22.213). A director present by proxy does not count toward quorum.
- Annual meeting
- A corporation must hold an annual meeting of members at a time set by or determined under its bylaws. If the bylaws provide for more than one regular members' meeting each year, no annual meeting is required and directors may be elected at a meeting the bylaws designate (section 22.153). Separately, the board must prepare or approve an annual financial report for the preceding year (section 22.352).
- Conflict of interest
- Section 22.230: a contract or transaction with an interested director, officer, or member is not void or voidable if the material facts are disclosed to or known by the board, a committee, or the members and a majority of the disinterested directors, committee members, or members approve it in good faith and with ordinary care, even where the disinterested directors are fewer than a quorum. Fairness to the corporation at the time it is authorized is an alternative route. Section 22.225 bans loans to directors outright, and directors who approve one are personally liable for the amount until it is repaid.
- Removing a director
- A director may be removed under any procedure in the certificate of formation or bylaws. If those are silent, the people entitled to elect, designate, or appoint the director may remove the director with or without cause, and removing an elected director takes a vote equal to the vote it took to elect (section 22.211).
- Recurring state filing
- There is no yearly report. The Secretary of State may require a periodic report of directors, officers, and registered agent no more than once every four years, and it is due within 30 days of the request (sections 22.357 to 22.360). Missing it can forfeit the right to conduct affairs in Texas and eventually terminate the corporation.
What's particular to Texas
Texas lets a nonprofit corporation skip the board entirely. Under section 22.202 the certificate of formation may vest management of the corporation's affairs in the members, and a corporation set up that way is governed by its members rather than by directors. A corporation is presumed to be board managed unless its certificate of formation says otherwise, with a narrow exception for congregational churches incorporated before January 1, 1994.
Texas is one of the few states that lets nonprofit directors vote by proxy. Section 22.215 allows it if the certificate of formation or bylaws authorize it, and section 22.216 makes any such proxy expire three months after it is signed. A proxy vote counts toward the outcome but not toward quorum.
Officers are prescribed by statute, not left to the bylaws. Section 22.231 requires at least a president and a secretary, and one person may not hold both offices. A properly designated committee may perform the functions of an officer, including performing the functions of both president and secretary.
The periodic report is the piece most Texas nonprofits forget, because there is no annual deadline to build a habit around. It arrives only when the Secretary of State asks, at most every four years, and the clock is 30 days from the request.
This is a summary, not legal advice.
We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Texas review it.
Knowing the rule is the easy part.
Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.
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