How Many Board Members Are Required for a Nonprofit in Texas?

A Texas nonprofit must have at least three directors on its board. That is the floor set by the Texas Business Organizations Code, and the state sets no ceiling, so the number of board members required for a nonprofit in Texas is three at minimum, with room to grow as large as your bylaws allow.¹

Three is a legal minimum, not a recommendation. Many organizations start there to keep formation simple and expand later. Others begin with seven or nine to bring in a wider range of expertise from the start. Both approaches are fine under Texas law.

Who Can Serve as a Director

Every director must be a natural person. Another corporation, an LLC, or a trust cannot hold a board seat.²

Beyond that, Texas is permissive. Directors do not have to live in Texas and do not have to be members of the organization unless your own governing documents say so.² The state sets no minimum age. Texas is silent on whether minors can serve, so your bylaws can address that question however you choose.

Required Officers Alongside the Board

The director count is only half the answer. Texas also requires every nonprofit to have at least a president and a secretary, and the same individual cannot hold both roles.³ Vice presidents, a treasurer, and any other officers are optional. Additional offices beyond president and secretary can be held by a single individual.

Put the two rules together and the smallest legal Texas nonprofit runs on three people: three directors, with one serving as president, one as secretary, and the third filling any other role or simply serving as a director. Most organizations also appoint a treasurer to handle financial oversight, even though the statute leaves that optional. Titles like “chair” or “executive director” are fine so long as someone is carrying out the president and secretary functions your certificate of formation or bylaws describe.

Filling Vacancies

When a director leaves mid-term, the remaining directors can fill the seat by majority vote, even if the number left on the board no longer meets quorum. The replacement serves out the rest of the predecessor’s term, not a fresh full term.⁴

Adding a brand-new seat works differently. If the vacancy exists because the board grew in size rather than because someone stepped down, that new seat must be filled by election at an annual or special meeting of the members. Nonprofits with no voting members follow whatever their certificate of formation or bylaws prescribe.⁴

Changing the Number of Directors

Because Texas sets no maximum, the board can grow or shrink as the organization evolves. The process depends on where the current number is written down.

If your bylaws fix a specific number, changing it takes a bylaw amendment, usually a board vote (or a member vote, if bylaws give members that power). No state filing is required.
If your bylaws state a range, the board can move within that range by simple resolution.
If the number lives in the certificate of formation, you must file a Certificate of Amendment (Form 424) with the Texas Secretary of State and pay a $25 filing fee.⁵

For a 501(c)(3), any change to the number, composition, or authority of voting board members counts as a significant change to your governing documents. Report it on Schedule O of Form 990 for the tax year in which the change takes effect.⁶ This is easy to miss and easy for the IRS to flag.

IRS Expectations on Board Composition

Texas law does not require independent directors, but the IRS pays attention to who sits on your board when it grants and monitors 501(c)(3) status. The IRS looks at whether the governing board includes independent members and is not dominated by employees, family members, or others with financial ties to the organization.⁷ A board controlled by insiders raises concerns about private benefit and inurement, either of which can threaten tax-exempt status.⁸

For Form 990 reporting, the IRS treats a board member as “independent” if that person was not compensated as an officer or employee, did not receive more than $10,000 from the organization as an independent contractor, and was not involved (and had no family member involved) in a reportable transaction with the organization. Every year, you report both the total number of voting board members and how many of them qualify as independent on Form 990, Part VI.⁶

Form 990 also asks whether the nonprofit has a written conflict of interest policy. Federal law does not technically require one, but answering “no” invites scrutiny. A workable policy defines who is covered, requires disclosure of potential conflicts, and specifies how they are managed, including keeping conflicted directors out of the vote on the affected transaction.⁶ It is much easier to build this into the bylaws at formation than to add it later.

Where the Number Actually Lives

The initial size of the board must appear in the certificate of formation. After that, the exact number of directors is set by the certificate of formation or bylaws, or in the manner those documents provide. Because bylaws are simpler to amend than the certificate, most Texas nonprofits fix the initial number in the certificate at three and then use bylaws to set the ongoing number or a working range.

Whatever number you land on, be explicit in the bylaws about selection, term length, removal, and how vacancies are handled. Texas gives you wide latitude, and the tradeoff is that whatever your bylaws say is what governs. Governance disputes tend to break out where those provisions are vague or missing, so it is worth drafting them with care from day one.

1
State of Texas. Texas Code Business Organizations Code Section 22.204 – Number of Directors
2
Texas Secretary of State. The Texas Business Organizations Code – Nonprofit Corporation FAQs
3
State of Texas. Texas Code Business Organizations Code Section 22.231 – Officers
4
State of Texas. Texas Business Organizations Code BUS ORG 22.212 – Vacancy
5
Texas Secretary of State. Business Filings and Trademarks Fee Schedule
6
Internal Revenue Service. Instructions for Form 990 Return of Organization Exempt From Income Tax
7
IRS. Governance and Related Topics – 501(c)(3) Organizations
8
Internal Revenue Service. Publication 4221-PC Compliance Guide for 501(c)(3) Public Charities