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BizIPEsq.
BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience:  I am a business attorney. I represent individuals and companies with all business related matters.
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A Texas based church type non-profit organization, trying to

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A Texas based church type non-profit organization, trying to amend the Constitution by having new voting eligibility criteria which reduces the voting rights of the existing members. The organization management is structured in a way, there are (7) Board Members and 23 sub board members . The constitution says 2/3rd of total 30 members board/sub-board members can do amendments to the constitution. My question is under Texas law can the 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.

TheLegalistEsq :

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.

TheLegalistEsq :

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Customer:

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?

TheLegalistEsq :

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.

TheLegalistEsq :

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.

TheLegalistEsq :

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