Texas · Chapter BO-22
Business Organizations Code Ch. 22 (Nonprofit Corporations) — Plain-English Summary
Official title: Nonprofit Corporations. Translated into plain English for board members and homeowners.
General Provisions
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Sec.22.001
Defines terms used in Chapter 22 of the Business Organizations Code.
Members
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Sec.22.151
Sets rules for membership, classes of members, and member rights.
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Sec.22.152
A nonprofit may have any number of members.
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Sec.22.153
Annual and special meetings of members. Notice requirements.
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Sec.22.156
Default rule: one vote per member. Proxy voting allowed unless restricted.
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Sec.22.158
Default quorum is members entitled to cast a majority of votes, unless bylaws set lower.
Directors and Officers
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Sec.22.201
Affairs of the nonprofit are managed by or under the direction of the board.
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Sec.22.202
Minimum of three directors required.
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Sec.22.203
Term of directors set by bylaws. Staggered terms permitted.
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Sec.22.207
Vacancies on the board may be filled by the board or members as the bylaws provide.
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Sec.22.208
Directors may be removed with or without cause by the members or board, as the certificate of formation or bylaws provide.
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Sec.22.210
Majority of directors in office is a quorum unless bylaws set otherwise.
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Sec.22.213
Sets place, time, and notice for board meetings.
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Sec.22.220
Board action without a meeting requires unanimous written consent.
Bylaws
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Sec.22.221
The initial bylaws are adopted by the board. Members may amend unless the certificate gives that power to the board.
Officers
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Sec.22.225
Required officers and their duties.
Indemnification
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Sec.22.235
A nonprofit may indemnify directors and officers against expenses and judgments.
Records and Reports
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Sec.22.301
Required records and member inspection rights.
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Sec.22.353
Required books and records, including minutes, member list, and financial records.
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Sec.22.354
A member may inspect and copy records on written demand stating a proper purpose.
Liability
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Sec.22.501
Charitable organization volunteers are immune from liability for ordinary negligence but not for gross negligence, intentional misconduct, or driving.
Frequently asked about Chapter BO-22
- What is Texas Chapter BO-22?
- Texas Chapter BO-22 — the Business Organizations Code Ch. 22 (Nonprofit Corporations) — is the body of law that governs how every Texas nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Chapter BO-22?
- Chapter BO-22 contains 21 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at statutes.capitol.texas.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Texas-licensed attorney.
- How often does Texas Chapter BO-22 change?
- The Texas Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Chapter BO-22 for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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