Tex. Codes » Business Organizations Code · TITLE 2. CORPORATIONS · CHAPTER 22. NONPROFIT CORPORATIONS
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Tex. Bus. Orgs. Code § 22.001 (2026)

Definitions

✓ current as of May 2026
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Sec. 22.001. DEFINITIONS. In this chapter:

(1) "Board of directors" means the group of individuals vested with the management of the affairs of the corporation, regardless of the name used to designate the group. The term does not include the member or members of the corporation if the certificate of formation of the corporation vests the management of the affairs of the corporation in the members.

(2) "Bylaws" means the rules adopted to regulate or manage the corporation, regardless of the name used to designate the rules.

(3) "Corporation" or "domestic corporation" means a domestic nonprofit corporation subject to this chapter.

(3-a) "Director" means an individual who is a member of the board of directors, regardless of the name or title used to designate the individual. The term does not include an individual designated as a director of the corporation, or as an ex officio, honorary, or other type of director of the corporation if the individual is not entitled to vote as a director.

(4) "Foreign corporation" means a foreign nonprofit corporation.

(5) "Nonprofit corporation" means a corporation no part of the income of which is distributable to a member, director, or officer of the corporation, except as provided by Section 22.054.

(6) "Ordinary care" means the care that an ordinarily prudent person in a similar position would exercise under similar circumstances.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2015, 84th Leg., R.S., Ch. 121 (S.B. 1233), Sec. 1, eff. May 23, 2015.

Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 16, eff. September 1, 2019.

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 39, eff. September 1, 2025.

Notes of Decisions
Cited in 21 cases (7 in the last 5 years), 2007–2025 · leading case: Thomas Blankenship v. Charles Buenger, 653 F. App'x 330 (5th Cir. 2016).
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Thomas Blankenship v. Charles Buenger, 653 F. App'x 330 (5th Cir. 2016). “Tex. Bus. Orgs. Code Ann, § 22.001 et. seq.”
Iowa Supreme Court Attorney Disciplinary Bd. v. Dean A. Stowers, 823 N.W.2d 1 (Iowa 2012). “Care Initiatives is a Texas nonprofit corporation. *12 Under the laws of that state, the “ ‘[b]oard of directors’ means the group of persons vested with the management of the affairs of the corporation, regardless of the name used to designate the group.”
City of Hughes Springs v. Hughes Springs Volunteer Ambulance Serv., Inc., 223 S.W.3d 707 (Tex. App. 2007). “2006); see Tex. Bus. Orgs.Code Ann. §§ 22.001, et al.”
Knapp Med. Ctr., Inc. v. Jeffrey C. Grass, 443 S.W.3d 182 (Tex. App. 2013). “See Tex. Bus. Orgs.Code Ann. §§ 22.001; 22.051 (West 2011); see also id.”
Shirley Lenoir, Individually & as Pers. Rep. of the Est. of Shana Lenoir & Christopher McKnight , Individually & as Next Friend of Nayla McKnight v. U.T. Physicians (Tex. App. 2015). · cites it 2× “..................17, 26 TEX. CIV. PRAC. & REM.”
Ray Basaldua v. George Farinacci, Ladona Farinacci & Jim House (Tex. App. 2015). · cites it 2× “7 Tex. Bus. Org. Code § 22.001(5).... .....”
Bryan D. \Doug\" Lippert & Jane Lippert v. Chris Eldridge" (Tex. App. 2016). “See Tex. Bus. Orgs. Code § 22.001(5) (“‘Nonprofit corporation’ means a corporation no part of the income of which is distributable to a member, director, or officer of the corporation, except as provided by Section 22.”
KIPP, Inc., St. Luke's United Methodist Church of Houston, Legacy Cmty. Health Servs., YMCA of Greater Houston's Julius William \Bill\" Boyar (2022). “” Tex. Bus. Orgs. Code § 22.001(5). We agree with our sister court that members of a nonprofit corporation generally lack standing to bring a derivative lawsuit on behalf of the corporation.”
Legacy Estates, LLC v. Signal Hill Estates Homeowners Ass'n, Inc. Saturn Five Signal Hill, LLC Evan Loomis Brett Ames Doug Clark Grant Ames & Scott Walther (Tex. App. 2023). “Under such 21 provisions, a director of a non-profit corporation “is not considered to have the duties of a trustee of a trust with respect to the corporation or with respect to property held or administered by the corporation[.”
Renaissance Med. Found. v. Rebecca Lugo, Individually & as Next Friend of XXXXX XXXXX, a Minor (Tex. App. 2023). “1, 2010) (current version at TEX. BUS. ORGS. CODE ANN. § 22.001(5)). Section 22.”
Mary T. Bowden, M.D. v. the Methodist Hosp. & TMH Physician Org. (Tex. App. 2024). “” Bowden has not properly preserved this argument as his live pleadings do not include any agency theory, nor do we conclude that Chapter 22 provides that one nonprofit takes on disclosure obligations because a separate related entity accepts contributions from the public that…”
All Saints Episcopal Church (Bankr. N.D. Tex. 2021). “” See Tex. Bus. Org. Code §§ 22.001(1) and 22.001(3-a).”
Show all 21 citing cases →
— Tex. Bus. Orgs. Code § 22.001(1) — 2 cases
Iowa Supreme Court Attorney Disciplinary Bd. v. Dean A. Stowers, 823 N.W.2d 1 (Iowa 2012). “Care Initiatives is a Texas nonprofit corporation. *12 Under the laws of that state, the “ ‘[b]oard of directors’ means the group of persons vested with the management of the affairs of the corporation, regardless of the name used to designate the group.”
All Saints Episcopal Church (Bankr. N.D. Tex. 2021). “” See Tex. Bus. Org. Code §§ 22.001(1) and 22.001(3-a).”
— Tex. Bus. Orgs. Code § 22.001(3) — 1 case
Mary T. Bowden, M.D. v. the Methodist Hosp. & TMH Physician Org. (Tex. App. 2024). “” Bowden has not properly preserved this argument as his live pleadings do not include any agency theory, nor do we conclude that Chapter 22 provides that one nonprofit takes on disclosure obligations because a separate related entity accepts contributions from the public that…”
— Tex. Bus. Orgs. Code § 22.001(5) — 7 cases
Ray Basaldua v. George Farinacci, Ladona Farinacci & Jim House (Tex. App. 2015). “7 Tex. Bus. Org. Code § 22.001(5).... .....”
Bryan D. \Doug\" Lippert & Jane Lippert v. Chris Eldridge" (Tex. App. 2016). “See Tex. Bus. Orgs. Code § 22.001(5) (“‘Nonprofit corporation’ means a corporation no part of the income of which is distributable to a member, director, or officer of the corporation, except as provided by Section 22.”
KIPP, Inc., St. Luke's United Methodist Church of Houston, Legacy Cmty. Health Servs., YMCA of Greater Houston's Julius William \Bill\" Boyar (2022). “” Tex. Bus. Orgs. Code § 22.001(5). We agree with our sister court that members of a nonprofit corporation generally lack standing to bring a derivative lawsuit on behalf of the corporation.”
Renaissance Med. Found. v. Rebecca Lugo, Individually & as Next Friend of XXXXX XXXXX, a Minor (Tex. App. 2023). “1, 2010) (current version at TEX. BUS. ORGS. CODE ANN. § 22.001(5)). Section 22.”
S. Methodist Univ. & Paul J. Ward v. South Cent. Jurisdictional Conf. of the United Methodist Church & Bishop Scott Jones (Tex. 2025).
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