Provisions of bylaws of an association or club are valid and binding on the members as long as they are not immoral, illegal, or against public policy. Generally, the more routine matters involved in governing an incorporated association or club should be placed in the bylaws.
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.
Exemption requirements - 501(c)(3) organizations In addition, it may not be an action organization, i.e., it may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.
Organizational Policies and Procedures Your bylaws are not an employee handbook or policy manual designed to run the day-to-day operations of your nonprofit organization. For example, employee absences, vacation policies, and no-smoking policies have no place in an organization's bylaws.
You not only have a duty to understand your bylaws, you are legally accountable for following them. This is not optional. A court of law will side with your bylaws in any dispute brought by another board member, an employee, volunteer or recipient of services who may have a grievance.
They contain the basic rules for the conduct of the corporation's business and affairs. The bylaws may contain any provision for managing the business and regulating the corporation's affairs that is not inconsistent with statutory law or the corporation's Articles of Incorporation.
Your bylaws are not an employee handbook or policy manual designed to run the day-to-day operations of your nonprofit organization. For example, employee absences, vacation policies, and no-smoking policies have no place in an organization's bylaws.
Texas does require bylaws for all nonprofit corporations that must be adopted at the first organizational meeting of the organization's board of directors.
The secretary of state does not maintain the bylaws or tax exempt filings of any nonprofit organization. Some organizations that have obtained tax-exempt status from the Internal Revenue Service are required to make certain documents available to the public.
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.