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Texas Nonprofit Bylaws

Texas nonprofit bylaws are an internal document that lays out the policies for governing your nonprofit. Your bylaws include topics such as emergency protocols and voting procedures. In order to successfully grow your nonprofit, you need bylaws to make your operations run smoothly.

Our attorney-drafted nonprofit bylaws template is free to use to help you get started.

Why does a Texas nonprofit need bylaws?

Unlike your Texas Certificate of Formation, your bylaws are not filed with the state. Still, bylaws are crucial. You can include bylaws for adding new board members, compensating directors, and more. Your bylaws help your board of directors prepare for and implement processes for your organization down the line. Here are a few ways having nonprofit bylaws will benefit your organization.

1. Nonprofit bylaws are legally required in Texas.

In Texas, bylaws are a legal requirement for all nonprofit corporations. In order to stay in compliance with the law, your board of directors should adopt bylaws at your first organizational meeting, as stated in TX Bus Orgs § 22.102 (2021).

2. Third parties will ask to see your bylaws.

Your nonprofit bylaws can be used as proof of your nonprofit’s overall health and potential success for donors, as documentation of your legal ability to open up a business bank account, and as a required component of your 501(c)(3) tax-exempt status application with the IRS.

3. Nonprofit bylaws allow you more control over your nonprofit.

Your bylaws help your board of directors agree upon processes and rules for your organization before disputes occur. If your bylaws are incomplete, your nonprofit might face a dispute it has no clear path to deal with. You might end up in court, and a judge will decide if the actions taken by your nonprofit were legal or not. This takes the control out of your hands.

Want to learn more? Check out our Guide to Nonprofits.

What Do Texas Nonprofit Bylaws Include?

Your Texas nonprofit bylaws include general information about your nonprofit, along with guidelines for how your nonprofit should be managed. Often, nonprofits will choose to include the state statutes and anything listed in their certificate of formation so that all of the rules and regulations about their nonprofit are in one document.

A few things that you might include inside of your bylaws are how to:

  • add or remove board members
  • hold board meetings
  • hold a vote
  • handle conflicts of interest
  • amend the bylaws
  • dissolve the nonprofit

Are nonprofit bylaws legally binding?

Yes. Your nonprofit bylaws are legally binding for your directors, officers, and members. There are legal consequences for your nonprofit and the individuals if your bylaws are not followed.

Are nonprofit bylaws public record?

Not automatically. Your bylaws are an internal document automatically, though you might choose to make them public. To apply for 501(c)(3) tax-exempt status with the IRS, you must attach your bylaws to your application. The IRS makes all of this public—including your bylaws.

Texas Nonprofit Bylaws Template

Not sure where to start? Don’t worry. We had our attorney draft up a free-to-use template to get started.


Do nonprofit bylaws need to be signed?

No. Your bylaws are legally binding from the point of adoption, regardless of signatures. We do recommend having your board of directors sign your bylaws, though. This is considered best practice and most nonprofits choose to sign so that everyone starts off on the same page.

Can nonprofit bylaws be changed?

Yes! Your bylaws can be changed by whatever method stated in your initial draft of bylaws. You will want to review your bylaws every so often and adjust them as necessary, as your bylaws will need to be amended as your nonprofit grows and changes.

Who adopts nonprofit bylaws?

Your board of directors or incorporators will adopt your bylaws at your first organizational meeting.

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