Texas Nonprofit Bylaws & Director Removal
Budget / Salary$10–30
TypeFreelance project
LocationRemote
Posted1 hour ago
I need legal research regarding a newly formed Texas nonprofit religious corporation governed by the Texas Business Organizations Code (BOC).
The Certificate of Formation names three initial directors. The corporation has no members. No organizational meeting has yet occurred, and no bylaws, written consents, resolutions, or other Board actions have been adopted or executed.
Two of the three initial directors want to remove the third initial director. The third director has not resigned.
Key questions:
What is the proper Texas-law procedure for removing an initial director named in the Certificate of Formation before the first organizational meeting?
May two of the three initial directors hold the organizational meeting, adopt bylaws containing a director-removal provision, and then use that newly adopted provision to vote to remove the third initial director?
If that procedure is not legally proper, what procedure should be followed instead?
What quorum, notice, voting, and documentation requirements apply?
Please identify and cite the relevant sections of the Texas Business Organizations Code and provide both a plain-English explanation and the applicable statutory language.
I am seeking a Texas attorney with nonprofit/corporate-governance experience who can provide a clear written answer.
The Certificate of Formation names three initial directors. The corporation has no members. No organizational meeting has yet occurred, and no bylaws, written consents, resolutions, or other Board actions have been adopted or executed.
Two of the three initial directors want to remove the third initial director. The third director has not resigned.
Key questions:
What is the proper Texas-law procedure for removing an initial director named in the Certificate of Formation before the first organizational meeting?
May two of the three initial directors hold the organizational meeting, adopt bylaws containing a director-removal provision, and then use that newly adopted provision to vote to remove the third initial director?
If that procedure is not legally proper, what procedure should be followed instead?
What quorum, notice, voting, and documentation requirements apply?
Please identify and cite the relevant sections of the Texas Business Organizations Code and provide both a plain-English explanation and the applicable statutory language.
I am seeking a Texas attorney with nonprofit/corporate-governance experience who can provide a clear written answer.
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