How to Get Directors & Officers in San Antonio

Securing qualified Directors and Officers (D&O) is a critical step for any organization operating in San Antonio—whether it’s a startup, mid-sized business, nonprofit, or established corporation. Directors and Officers serve as the strategic backbone of an organization, guiding governance, ensuring legal compliance, managing risk, and fostering stakeholder trust. In a dynamic economic hub like San Antonio, where entrepreneurship is thriving and regulatory expectations are increasing, having the right D&O team isn’t just beneficial—it’s essential for long-term sustainability and credibility.

Many business leaders assume that finding qualified directors and officers is as simple as recruiting a few experienced professionals. However, the process is far more nuanced. It requires understanding local market dynamics, aligning with organizational culture, meeting legal obligations under Texas law, and building relationships within San Antonio’s unique professional networks. This guide provides a comprehensive, step-by-step roadmap to help you identify, recruit, onboard, and retain high-caliber Directors and Officers who will drive your organization forward in the San Antonio region.

Step-by-Step Guide

Step 1: Define Your Organizational Needs

Before you begin searching for potential Directors and Officers, you must clearly define what your organization requires. This starts with a detailed assessment of your current governance structure, strategic goals, and risk profile. Ask yourself:

• What industry do you operate in? (e.g., healthcare, tech, manufacturing, nonprofit)
• Are you seeking individuals with specific regulatory expertise (e.g., HIPAA, SEC compliance, Texas business law)?
• Do you need international experience, local San Antonio market knowledge, or nonprofit board experience?
• Is your organization preparing for an IPO, merger, or significant expansion?

For example, a San Antonio-based medical device startup may need a Director with FDA regulatory experience and connections to Texas healthcare investors. A nonprofit focused on youth development may prioritize candidates with experience in grant funding, community outreach, and nonprofit board governance in Bexar County.

Create a formal “D&O Profile” document that outlines:

• Required skills and credentials
• Desired industry background
• Time commitment expectations
• Compensation structure (if any)
• Legal responsibilities under Texas Business Organizations Code

This document becomes your North Star throughout the recruitment process, ensuring consistency and reducing the risk of hiring mismatched candidates.

Step 2: Understand Legal Requirements in Texas

Texas law imposes specific fiduciary duties on Directors and Officers, primarily under the Texas Business Organizations Code (TBOC). These include:

• Duty of Care: Acting in good faith with the care an ordinarily prudent person would exercise under similar circumstances.
• Duty of Loyalty: Avoiding conflicts of interest and placing the organization’s interests above personal gain.
• Duty of Obedience: Ensuring the organization complies with its charter, bylaws, and applicable laws.

Failure to meet these duties can result in personal liability. Therefore, it’s imperative that any candidate you consider understands these obligations and is willing to uphold them. Consider requiring candidates to complete a brief orientation on Texas corporate governance standards before finalizing their appointment.

Additionally, if your organization is a nonprofit, you must comply with IRS regulations regarding board composition, including ensuring that at least 51% of the board is unrelated by blood, marriage, or business (to avoid private inurement). San Antonio’s nonprofit sector is highly regulated, especially for organizations receiving state or federal grants.

Step 3: Identify Potential Candidates Through Local Networks

San Antonio has a rich ecosystem of business leaders, retired executives, university professors, and community advocates who are actively seeking board opportunities. Leverage local networks to find qualified candidates:

• San Antonio Chamber of Commerce: Attend their leadership forums and board matching events. Many local CEOs and retired executives participate.
• University of Texas at San Antonio (UTSA): Connect with the College of Business and the UTSA Center for Innovation and Entrepreneurship. Faculty and alumni often serve on boards.
• San Antonio Nonprofit Alliance: A key resource for nonprofits seeking experienced board members with nonprofit governance expertise.
• San Antonio Women’s Chamber of Commerce: Excellent source for diverse, high-achieving female leaders.
• Rotary Clubs, Lions Clubs, and other civic organizations: Many members have executive backgrounds and are looking for meaningful board service.

Don’t overlook LinkedIn. Use advanced filters to search for professionals in San Antonio with titles such as “Former CEO,” “Retired CFO,” “Board Advisor,” or “Corporate Governance Consultant.” Reach out with personalized messages highlighting your organization’s mission and the impact their involvement could have.

Step 4: Conduct Targeted Outreach and Interviews

Once you’ve compiled a list of potential candidates, initiate contact with a tailored message. Avoid generic templates. Instead, reference their specific accomplishments and explain why their background aligns with your organization’s needs.

Example outreach message:

“Dear Ms. Rivera, I’ve followed your leadership at Alamo Capital Partners and was particularly impressed by your work guiding the transition of a local manufacturing firm through regulatory compliance reform. Our organization, San Antonio Youth Futures, is seeking a Director with deep experience in operational scaling and risk mitigation as we prepare to expand our after-school programs across Bexar County. We believe your insights would be invaluable. Would you be open to a 20-minute conversation next week?”

When interviewing candidates, structure your questions around three core areas:

1. Experience and Expertise: “Can you describe a time you helped an organization navigate a governance challenge?”
2. Commitment and Availability: “How many board meetings per month can you realistically attend? Are you comfortable reviewing financial statements and legal documents?”
3. Values Alignment: “What motivates you to serve on a nonprofit/for-profit board? How do you define success in governance?”

Include a reference check process. Contact previous board chairs or CEOs they’ve worked with to validate their professionalism, reliability, and decision-making style.

Step 5: Formalize the Appointment Process

Once you’ve selected a candidate, follow a formal appointment procedure to ensure legal compliance and organizational transparency:

1. Issue a formal letter of invitation outlining the role, responsibilities, term length, and expectations.
2. Provide a copy of your organization’s bylaws, conflict of interest policy, and indemnification agreement.
3. Hold a board vote to officially appoint the new Director or Officer (document the motion in meeting minutes).
4. File any required updates with the Texas Secretary of State (for corporations) or the IRS (for nonprofits).
5. Onboard the new member with a welcome packet including key contacts, meeting schedules, financial reports, and organizational history.

For nonprofits, ensure the new member completes the IRS-required Form 990 Schedule O if they’re assuming a leadership role. For corporations, update your Registered Agent and Officer filings with the Texas Secretary of State’s SOSDirect system.

Step 6: Implement Onboarding and Ongoing Development

Onboarding is not a one-time event—it’s a process. A well-onboarded Director or Officer is more engaged, informed, and effective.

Develop a 90-day onboarding plan that includes:

• Introduction to key staff and department heads
• Review of the organization’s strategic plan and annual budget
• Shadowing a board meeting or committee session
• Training on governance software (e.g., Diligent, BoardEffect)
• Meeting with the organization’s legal counsel to review fiduciary duties under Texas law

After 90 days, conduct a feedback session to assess their experience and address any concerns. Consider establishing a “Board Mentor” program where experienced directors guide new members through their first year.

Step 7: Evaluate and Retain High-Performing D&O

Performance evaluation should be annual and structured. Use a simple scoring system based on:

• Attendance and preparation
• Quality of contributions during meetings
• Engagement in committees or special projects
• Network and resource contributions

Recognize contributions publicly in newsletters or annual reports. For compensated roles, consider performance-based stipends or equity incentives (where legally permissible). For volunteers, offer professional development opportunities such as attendance at the Texas Association of Nonprofit Organizations (TANO) conference or access to governance webinars.

Retention is easier when Directors and Officers feel valued, informed, and impactful. Regularly share success stories—e.g., “Thanks to Director Chen’s connections, we secured a $250,000 grant from the San Antonio Foundation.”

Best Practices

1. Prioritize Diversity in Board Composition

San Antonio is one of the most culturally diverse cities in the U.S., with over 60% of the population identifying as Hispanic or Latino. A board that reflects this diversity brings richer perspectives, stronger community trust, and better decision-making. Aim for gender, racial, generational, and professional diversity on your board. Research shows that diverse boards outperform homogeneous ones in innovation and risk management.

2. Establish a Board Nominating Committee

Instead of relying on ad-hoc recommendations, create a standing Board Nominating Committee composed of current directors, a senior staff member, and possibly an external governance expert. This committee should meet quarterly to identify, vet, and recommend candidates. This formalizes the process, reduces bias, and ensures continuity.

3. Use Written Job Descriptions for All D&O Roles

Treat Director and Officer roles like formal positions. Draft clear job descriptions that include:

• Role title (e.g., Independent Director, Treasurer, Secretary)
• Reporting structure
• Expected time commitment (hours/month)
• Key deliverables (e.g., attend 80% of meetings, lead one committee)
• Compensation and reimbursement policies

These documents protect both the organization and the individual by setting clear expectations from day one.

4. Maintain Robust Conflict of Interest Policies

All Directors and Officers must sign an annual conflict of interest disclosure form. This is not just a formality—it’s a legal safeguard. In San Antonio’s tight-knit business community, overlapping relationships are common. A well-documented policy prevents misunderstandings and protects the organization’s integrity.

5. Invest in Director and Officer Liability Insurance (D&O Insurance)

Even the most ethical and diligent Directors can face lawsuits related to corporate decisions. D&O insurance protects personal assets from legal claims arising from their governance role. In Texas, this coverage is especially critical given the state’s active litigation environment. Work with a local insurance broker experienced in nonprofit and corporate governance to secure a policy that covers both individuals and the organization.

6. Encourage Continuous Learning

Governance standards evolve. Encourage your D&O team to participate in continuing education. Recommend resources such as:

• National Association of Corporate Directors (NACD) webinars
• Texas Society of CPAs governance workshops
• UTSA’s Corporate Governance Certificate Program

Organizations that invest in their board’s development demonstrate long-term commitment—and attract higher-caliber candidates.

7. Document Everything

Keep meticulous records of all board meetings, votes, communications, and decisions. Use a secure, cloud-based board portal to store minutes, policies, and financials. In the event of an audit or legal inquiry, thorough documentation is your best defense.

Tools and Resources

1. Texas Secretary of State – SOSDirect

https://www.sos.texas.gov/corp/sosdirect/

Use SOSDirect to file annual reports, update officer information, and check the status of your organization’s registration. Essential for corporations and LLCs.

2. San Antonio Chamber of Commerce – Board Connect Program

https://www.sachamber.org/board-connect

A curated platform connecting local businesses and nonprofits with qualified board candidates. Free for members.

3. BoardEffect and Diligent

Cloud-based board management platforms that streamline meeting scheduling, document sharing, voting, and compliance tracking. Ideal for organizations with remote or hybrid boards.

4. Nonprofit Risk Management Center

https://nonprofitrisk.org

Offers free templates for conflict of interest policies, board evaluation forms, and governance checklists tailored to Texas nonprofits.

5. UTSA Center for Innovation and Entrepreneurship

https://www.utsa.edu/innovation/

Provides access to faculty experts, student interns for governance support, and networking events with local business leaders.

6. Texas Association of Nonprofit Organizations (TANO)

https://www.tano.org

Hosts annual conferences, webinars, and peer networks specifically for nonprofit board members and executives in Texas.

7. LinkedIn Sales Navigator

Use advanced filters to search for professionals in San Antonio with titles like “Board Member,” “CFO Emeritus,” or “Governance Consultant.” Save searches and set up alerts for new profiles.

8. Local Legal Counsel

Engage a Texas-licensed attorney specializing in corporate or nonprofit law to review your bylaws, indemnification agreements, and D&O appointment letters. Firms like Thompson & Knight or Jackson Walker have strong San Antonio practices.

Real Examples

Example 1: Alamo Tech Solutions – Scaling a Fast-Growing Startup

Alamo Tech Solutions, a San Antonio-based SaaS company, had grown from 10 to 85 employees in 18 months but lacked formal governance. The founders realized they needed experienced Directors to guide fundraising, compliance, and exit strategy.

They partnered with the UTSA Center for Innovation and Entrepreneurship to identify three candidates:

• A retired CFO from H-E-B with experience in scaling tech startups
• A former general counsel from a Fortune 500 company with SEC compliance expertise
• A local venture partner from San Antonio’s Techstars accelerator

Each was invited to a private dinner with the founding team to discuss vision and expectations. All three accepted roles. Within six months, the company secured $8M in Series A funding and implemented a formal audit committee.

Example 2: San Antonio Food Bank – Strengthening Nonprofit Governance

After a public audit revealed gaps in financial oversight, the San Antonio Food Bank revamped its board structure. They formed a Nominating Committee and launched a targeted outreach campaign to retired CPAs, former city finance directors, and university accounting professors.

They recruited:

• A former City of San Antonio Controller as Treasurer
• A retired hospital CEO as Chair
• A nonprofit attorney from the University of the Incarnate Word as Legal Advisor

They implemented quarterly governance training, introduced D&O insurance, and published an annual board performance report. Donor confidence increased by 40% in two years, and grant funding rose by 65%.

Example 3: Alamo Heritage Foundation – Diversifying Leadership

This historic preservation nonprofit struggled with board stagnation and lack of community representation. They partnered with the San Antonio Women’s Chamber of Commerce and the Bexar County Hispanic Chamber to identify diverse candidates.

They appointed:

• A 32-year-old Latinx urban planner
• A Black female real estate developer
• A retired Anglo educator with 40 years of museum experience

The new board introduced inclusive storytelling initiatives, expanded outreach to Title I schools, and launched a digital archive project funded by a state historic preservation grant. The board’s diversity became a key selling point in grant applications.

FAQs

Can I appoint a family member as a Director or Officer?

While legally permissible in for-profit corporations, it is strongly discouraged due to conflict of interest risks. For nonprofits, IRS regulations prohibit more than 49% of the board from being related by blood, marriage, or business. Always disclose relationships and recuse affected members from related votes.

Do Directors and Officers get paid in San Antonio?

In for-profit companies, Officers (e.g., CEO, CFO) are typically salaried. Directors may receive stipends, equity, or both. In nonprofits, Directors are usually volunteers, though they may be reimbursed for expenses. Compensation must be documented and approved by the board to avoid private inurement issues.

How many Directors does a company need in San Antonio?

Under Texas law, a corporation must have at least one Director. However, best practices recommend at least three for proper governance and decision-making. Nonprofits are typically advised to have 5–15 board members.

Can a Director be removed?

Yes. The process is outlined in your bylaws. Typically, a majority vote of the remaining board members can remove a Director for cause (e.g., breach of fiduciary duty, chronic absenteeism) or without cause, depending on your governance structure. Always consult legal counsel before initiating removal.

How do I find a qualified Treasurer for my nonprofit?

Look for certified public accountants (CPAs), retired finance officers, or business owners with strong financial acumen. Post openings on the San Antonio Chapter of the Texas Society of CPAs website and attend their monthly networking events.

What’s the difference between a Director and an Officer?

Directors oversee governance and strategy. Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. A person can hold both roles, but separating them improves accountability and reduces risk.

How often should the board meet?

Most organizations meet quarterly. High-growth or regulated entities (e.g., healthcare, finance) may meet monthly. At minimum, annual meetings are required by Texas law for corporations.

Do I need to file anything with the state after appointing a new Director or Officer?

Yes. For corporations, update your annual report with the Texas Secretary of State. For nonprofits, update your IRS Form 990 and notify the Attorney General’s Office if your organization is registered as a charitable organization in Texas.

Can I hire an external consultant as a Director?

Yes, but only if they are not providing paid services to the organization that could create a conflict of interest. Independent consultants may serve as “advisory” directors, but they should not vote on matters involving their own contracts.

What if a Director refuses to sign the conflict of interest policy?

Do not appoint them. A refusal to sign indicates a lack of commitment to governance standards and exposes your organization to legal risk. This is a non-negotiable requirement.

Conclusion

Getting the right Directors and Officers in San Antonio is not a transactional hiring process—it’s a strategic investment in your organization’s future. The city’s vibrant economy, diverse population, and strong civic culture provide an unparalleled pool of talent ready to contribute to meaningful causes. But success requires intentionality, legal awareness, and a commitment to excellence in governance.

By following the steps outlined in this guide—defining your needs, understanding Texas law, leveraging local networks, conducting thoughtful interviews, formalizing appointments, and investing in ongoing development—you position your organization for resilience, credibility, and long-term impact.

Remember: A strong board doesn’t just approve budgets—it shapes vision. It doesn’t just attend meetings—it builds trust. And in a city as dynamic as San Antonio, where innovation and community are deeply intertwined, your Directors and Officers are the bridge between ambition and achievement.

Start today. Define your needs. Reach out to your network. Build a board that reflects not only your goals—but your values. The future of your organization depends on it.