501(c)(3), (4), (8), (10) or (19) organizations are exempt from Texas franchise tax and sales tax. A federal tax exemption only applies to the specific organization to which it is granted.
Members of the public may send information that raises questions about an exempt organization's compliance with the Internal Revenue Code to IRS – EO Referrals, 1100 Commerce Street, MC 4910 DAL, Dallas, TX 75242. They may use Form 13909, Tax-Exempt Organization Complaint (Referral) Form, for this purpose.
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.
They are necessary. Your nonprofit does not need to file bylaws with the Texas Secretary of State, but they are required to obtain tax-exempt status with the IRS.
Corporations are legally required to adopt bylaws in Texas – Section 21.057 of the Texas Business Organizations Code states that the board of directors of a corporation shall adopt initial bylaws. So, if your company gets caught in a legal battle without bylaws, you could face some serious legal consequences.
Texas does require bylaws for all nonprofit corporations that must be adopted at the first organizational meeting of the organization's board of directors.
Can I form a nonprofit LLC in Texas? The Texas Business Organizations Code (BOC) does not recognize the term "nonprofit LLC" as describing a specific type of entity, but the BOC does allow for the formation of an LLC with a nonprofit purpose.
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.
The board president should sign the bylaws and have the secretary attest to the signature or have all board members sign the bylaws. Drafting good nonprofit bylaws is an art that requires careful attention to legal and regulatory requirements.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.