• At Our Firm, We Enjoy What We Do!

    Making a difference and helping others is what we do. Learn more about our firm!

    Meet the Attorneys
  • Do I Need an Attorney for a Nonprofit?

    You will encounter many complexities when starting a nonprofit, and may need legal help.

    Why Hire an Attorney?
  • Start Your Business Off Right

    It is crucial that your nonprofit be setup correctly to avoid problems and ensure your success.

    Find Out What Needs to Be Done
  • We Can't Wait to Hear
    From You!

    Have a question about nonprofit law? Contact us today for a free consultation.

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Can our Board of Directors just change the bylaws without the members Voting on it?

That depends. There are several situations where that is entirely permissible. Section 22.102 of the Texas Business Organizations Code (TBOC) controls Section 22.012 provides that:

(a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested in the corporation's members, by the members.

(b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the certificate of formation.

(c) The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless:

(1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members;

(2) the management of the corporation is vested in the corporation's members; or

(3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.

  • At Our Firm, We Enjoy What We Do!

    Making a difference and helping others is what we do. Learn more about our firm!

    Meet the Attorneys
  • Do I Need an Attorney for a Nonprofit?

    You will encounter many complexities when starting a nonprofit, and may need legal help.

    Why Hire an Attorney?
  • Start Your Business Off Right

    It is crucial that your nonprofit be setup correctly to avoid problems and ensure your success.

    Find Out What Needs to Be Done
  • We Can't Wait to Hear
    From You!

    Have a question about nonprofit law? Contact us today for a free consultation.

    Get in Touch Now

Start Making a Difference Today

No matter what your nonprofit legal needs are, our team at Perliski Law Group is here to help.

Perliski Law Group - Dallas Nonprofit Attorney
Located at 8150 N. Central Expressway, Suite 1675
Dallas, TX 75206
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Phone: (214) 865-7542
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