Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Hello, I will be assisting you. Under Chapter 22 of the Texas non-profit corporation law all voting decisions are made according to the bylaws of the non-profit. Therefore this would also include a decision to change the majority requirements. One must also examine the certificate of incorporation to review whether the certificate prohibits changing the majority requirements without a certain number of votes.
Please rate my answer. Thank you for using Just Answer.
I do not see the answer for the question raised. Can 30 board/sub-board members amend the constitution that introduces new criteria for the General Body members voting eligibility with out the consent of the General body members?
Thank you for the clarification. If the members have the right to vote, then under section 22.107 the board of directors are NOT permitted to change any provision, in the certificate of incorporation, whether it is for member voting or for most other matters (they are only permitted to amend certain minor aspect of the certificate of incorporation). Only if the members have no voting rights, then the board of directors can freely amend the certificate of incorporation.
since you indicated that the the members do have voting rights then the action proposed by the board of directors is NOT permitted. Only the members can amend the constitution.
Thank you for using Just Answer
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).