Texas Business Organizations Code Chapter 22: Nonprofit Corporation Law for HOAs and Condos

Quick Answer

Chapter 22 of the Texas Business Organizations Code is the nonprofit corporation law, and it applies to an HOA or condominium association that is organized as a Texas nonprofit corporation. Its most practical rules for associations: members must get written notice of a meeting between 10 and 60 days before it (§ 22.156); board meetings may be held by remote communications technology under § 6.002 (§ 22.002); bylaws may allow directors to act by written consent without a meeting (§ 22.220); and members may inspect books and records on written demand stating a proper purpose (§ 22.351). SB 2629 (2025) points condominium association meeting and notice rules back to this chapter and to Business Organizations Code § 6.002.

At a Glance

What the Law Says

Remote meetings

Section 22.002 says a meeting of the members, the board of directors, or a board committee "may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means, in accordance with Section 6.002."

Business Organizations Code § 6.002(a) adds that, "subject to this code and the governing documents of a domestic entity," the meeting may use such technology "if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating." If voting is to take place, subsection (b) requires the entity to "implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified" and to "keep a record of any vote or other action taken."

Notice of member meetings

Under § 22.156(a), a corporation other than a church "shall provide written notice of the place, date, and time of a meeting of the members" and, for a special meeting, the purposes. Notice "shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting," personally or as provided in § 6.051(b).

Notice of board meetings

Section 22.217 says regular board meetings "may be held with or without notice as prescribed by the corporation's bylaws" and special meetings "shall be held with notice as prescribed by the bylaws." A director's attendance waives notice unless the director attends "for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened." Unless the bylaws require it, the business or purpose of a meeting need not be stated in the notice.

Action without a meeting

Under § 22.220, the certificate of formation or bylaws "may provide" that directors or committee members may act "without holding a meeting, providing prior notice, or taking a vote" if a written consent stating the action is signed by the number of directors needed to take it at a meeting where all are present and voting. The consent must state the date of each signature. If consent is less than unanimous, "prompt notice" must go to each director who did not consent in writing.

Member inspection of books and records

Section 22.351: a member "on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose."

What SB 2629 changed in the Property Code

The enrolled text of SB 2629 (89th Legislature), effective September 1, 2025, amended Property Code § 82.101 to say a unit owners' association "must be organized as a profit or nonprofit corporation" and that the declarant may not convey a unit until the secretary of state issues a certificate of formation. It amended § 82.108 so that a condominium association meeting "may be held by any method of communication, including electronic and telephonic means as provided by Section 6.002, Business Organizations Code," and a board meeting may be held that way if notice is given, each director may hear and be heard, and the meeting does not involve voting on a fine, damage assessment, appeal of an architectural denial, or suspension of an owner's right before the owner can present a position. Notice defaults to the bylaws, or, if the bylaws are silent, to the nonprofit corporation notice rules in Business Organizations Code §§ 6.051 and 22.156 (members) and §§ 6.051, 6.052 and 22.217 (board). It added § 82.110(d): "Voting may be conducted electronically as provided by Section 6.002, Business Organizations Code." See SB 2629.

What This Means in Practice

For boards and managers

If your association is a nonprofit corporation, Chapter 22 is the background law behind your bylaws. Check three things in your bylaws against it: how notice to members is given (the 10 to 60 day window), how special board meetings are noticed, and whether the bylaws authorize action by written consent. Section 22.220 permits written consent only if the certificate of formation or bylaws provide for it.

For remote meetings, § 6.002(b) puts two duties on voting: identify each remote voter, and keep a record of votes. For a subdivision association, remote board meetings also have specific conditions in Property Code § 209.0051(c-2). See open board meetings.

For owners and members

The § 22.351 inspection right is a corporate-law right that requires a written demand stating a purpose and a "proper purpose." Condominium owners also have a records process in Property Code § 82.1141, and subdivision owners in § 209.005. See owner records requests and SB 318.

What the chapter does not say, and open questions

• We read only five sections of Chapter 22 in full (22.002, 22.156, 22.217, 22.220, 22.351). Other sections, such as those on annual meetings, voting, quorum, director standards and conflicts of interest, are known to us only by their titles and are not described here.
• Our reading: where a Property Code association rule is stricter than a Business Organizations Code default (for example, the 144-hour and 72-hour board notice in § 209.0051(e)(2) versus bylaws-set notice in § 22.217), an association should follow the stricter rule. The text we read does not state which prevails in every case. Confirm with counsel.
• The chapter does not say that every HOA must be incorporated. We did not confirm whether Chapter 209 requires incorporation. Check your documents.
• The relationship between the § 22.351 demand and the Property Code records sections is not addressed in the text we read. Confirm with counsel.

Timeline

Related Texas Law

• SB 2629: electronic meetings and voting
• § 209.0051: open board meetings
• Owner voting and board elections
• § 209.005: owner records requests
• SB 318: condominium records
• Chapter 82: condominiums
• Texas HOA laws complete guide

Board Checklist

• Confirm whether your association is a Texas nonprofit corporation and keep the certificate of formation with the bylaws.
• Check that the bylaws give members written notice 10 to 60 days before a meeting.
• Check how the bylaws handle notice for regular and special board meetings.
• If directors act by written consent, confirm the certificate of formation or bylaws allow it and that each consent states its date.
• For electronic meetings, verify identity of remote voters and record each vote.
• For condominium associations, confirm that the post-SB 2629 meeting and notice language is in the bylaws or that defaults apply.
• Route written inspection demands to counsel or the manager, with the date received.

Frequently Asked Questions

Does the Texas nonprofit corporation law apply to my HOA?

If the association is organized as a Texas nonprofit corporation, Chapter 22 of the Business Organizations Code applies. Condominium associations must be organized as a profit or nonprofit corporation under Property Code § 82.101.

How much notice must members get of a meeting?

Written notice delivered not later than the 10th day and not earlier than the 60th day before the meeting (§ 22.156(a)).

Can an HOA board meet by video or phone?

Under § 22.002 and § 6.002, board and member meetings may be held by telephone or electronic systems if every participant can communicate with the others, subject to the governing documents. Property Code rules add conditions for subdivision associations.

Can directors act without a meeting?

Only if the certificate of formation or bylaws provide for it, and then by signed written consent in the form § 22.220 describes.

Can a member inspect association records?

Yes, on written demand stating the purpose, for a proper purpose, at the member's expense (§ 22.351). Property Code records sections may also apply.

Does a condominium association have to hold electronic meetings?

No. SB 2629 says a meeting "may be held" by electronic or telephonic means. It does not require it.

Where This Comes From

We read Business Organizations Code §§ 22.002, 22.156, 22.217, 22.220, 22.351 and 6.002, and the Chapter 22 section list, as compiled by Texas.Public.Law (a primary-law mirror verified May 26, 2025), and the enrolled text of SB 2629 (89th Legislature) on capitol.texas.gov. The enrolled bill is at capitol.texas.gov. The compilation predates the 2025 session, so later amendments to the Business Organizations Code, if any, are not reflected.

How APM Helps

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Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Texas attorney before acting.