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.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
The Texas Business Organizations Code requires that for-profit corporations and professional corporations have at least one director, one president, and one secretary. A single person can be the president, secretary, sole director, and sole shareholder.
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.
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.
Illinois bylaws are documents that state the rules and organizational structure your corporation will follow. They establish your policies for appointing directors and officers, holding board and shareholder meetings, making amendments, handling emergency situations, and other important issues.
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.
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.
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.