Your bylaws should help you resolve internal conflict, and demonstrate your commitment to responsibly managing donations to both the IRS and the general public. Not all states require nonprofits to draft these governing documents, but Texas does.
Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and even what happens if the company needs to close. While you won't need to file your corporate bylaws with the Secretary of State—unlike the Texas Certificate of Formation—every Texas corporation is required to have bylaws.
The Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary. The same person cannot be both the president and secretary. Officers and directors must be natural persons, but may be known by other titles.
Texas does require bylaws for all nonprofit corporations that must be adopted at the first organizational meeting of the organization's board of directors. However, the Texas Secretary of State doesn't require nonprofits to file their bylaws with the state.
The Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary. The same person cannot be both the president and secretary. Officers and directors must be natural persons, but may be known by other titles.
Mail to IRS EO Classification, Mail Code 4910DAL, 1100 Commerce St., Dallas, TX 75242-1198 Fax to 214-413-5415, or Email to eoclass@irs. The IRS takes all complaints seriously and scrutinizes all referrals. For more information, go to: /IRS.
Texas does require bylaws for all nonprofit corporations that must be adopted at the first organizational meeting of the organization's board of directors.
Art. 1396-2.16. Vacancies A. Unless otherwise provided in the articles of incorporation or the by-laws, any vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.