1. Articles of Incorporation
The articles of incorporation shall set forth all of
the following:
A. The name of the corporation;
B. A statement that the corporation is a
nonprofit corporation;
C. The period of duration, which may be
perpetual;
D. The purpose or purposes for which the
corporation is organized;
E. If the corporation is to have no members,
a statement to that effect;
F. If
management of the affairs of the corporation is to be vested in its members, a
statement to that effect;
G. Any statement
the incorporators elect to set forth in the articles of incorporation for the
regulation of the internal affairs of the corporation;
H. The street
address of the initial registered office and the initial registered agent at
that address;
I. The number
of directors constituting the initial board of directors and their names and
addresses, unless the management of the corporation is vested in its members,
in which case a statement to that effect shall be set forth;
J. The
names and addresses of each incorporator;
K. A
statement describing the manner of distribution of the corporation’s assets.
Tex. Rev. Civ. Stat.
art. 1396-3.02.
2. Bylaws
A. Initial
Bylaws
The
initial bylaws of a corporation shall be adopted by its board of directors, or,
if the management of the corporation is vested in its members, by the members.
B. Amendment
or Repeal
The board of directors may amend or repeal the
corporation’s bylaws or adopt new bylaws, unless:
(1) The
articles of incorporation or the Texas Nonprofit Corporation Act reserves the
power exclusively to the members in whole or in part;
(2) The
management of the corporation is vested in its members; or
(3) The
members in amending, repealing, or adopting a particular bylaw, expressly
provide that the board of directors may not amend or repeal that bylaw.
Tex. Rev. Civ. Stat. art. 1396-2.09.