Elections: Board of Directors
Per Rosebrook Homeowners Association Bylaws, it is incumbent upon homeowners of the association to elect members to the Board of Directors on an annual basis. Elections are to take place each year at the Annual Meeting. The next Annual Meeting will be held Saturday, May 10, 2014 at 10am in the neighborhood park.
Rosebrook HOA Bylaws, Article II provides details about the Board of Directors, with Article III speaking to the elections for each office, and Article IV specifying each area of an association meeting. The following shares information as it pertains to the election in specific and offices of Board members.
Resources:
*2014 Association Election Page ............ Click HERE
Rosebrook HOA Bylaws ........................... Click HERE
Nominations for Board of Directors ............ Click HERE (downloadable form)
Ballot for Board of Directors Election .......... Click HERE (downloadable form)
Proxy for Board of Directors Election .......... Click HERE (downloadable form)
_________________________________________________________________________________________________________________________
Table of Contents: (this page)
Rosebrook HOA Bylaws:
Article II: Board of Directors
Article III: Officers
Article IV: Meetings of the Association
Texas Property Owner's Association Law:
Section 209: Conducting Elections
What do Board Members do anyway?
_________________________________________________________________________________________________________________________
ARTICLE II: BOARD OF DIRECTORS
2.1. NUMBER AND TERM OF OFFICE. The affairs of the Association shall be managed by a Board of Directors consisting of five (5) duly elected Directors. Each Director shall serve terms of one (1) years each, with such terms staggered as to no more than three (3) Directors being elected at any given election. A director takes office on adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibly, resignation, or removal, will hold office until his successor is elected or appointed.
2.2. QUALIFICATION. All directors must be members of the Association or spouses of members.
2.2.1. ENTITY MEMBER. If a unit is owned by a legal entity, such as a partnership or corporation, any officer, partner, or employee of that entity member is eligible to serve as a director and is deemed to be a member for the purposes of this section. If the relationship between the entity member and the director representing it terminates, that directorship will be deemed vacant.
2.3. ELECTION. Directors will be elected by the members of the Association. The election of directors will be conducted at the annual meeting of the Association, at any special meeting called for that purpose, or by mail, facsimile transmission, or a combination of mail and facsimile transmission.
2.4. VACANCIES. Vacancies on the board caused by any reason, except the removal of a director by a vote of the Association, are filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the board. Each director so elected serves until the next meeting of the Association, at which time a successor will be elected to fill the remainder of the term.
2.5. REMOVAL OF DIRECTORS.
2.5.1. REMOVAL BY MEMBERS. At any annual meeting or special meeting of the Association, any one or more of the directors may be removed with or without cause by members representing at least two-thirds (67%) of the votes present in person or by proxy at the meeting, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the members must be given an opportunity to be heard at the meeting.
2.5.2. REMOVAL BY DIRECTORS. A director may be removed by at least a majority of the directors, at a meeting of the board called for that purpose, for the following limited reasons:
A. The director is a party adverse to the Association or the board in pending litigation to which the Association or the board is a party;
B. The director has refused or failed to attend three (3) or more meetings of the board during the preceding twelve (12) months, provided he was given written notice of the meetings.
C. Any director that has been convicted of a crime on moral turpitude, as such term is known and defined by Texas law, is constructively
removed from the Board of Directors immediately upon delivery of such information to the Board of Directors, with final termination following
independent verification by the Board or its legal representative.
ARTICLE III: OFFICERS
3.1. DESIGNATION. The principal officers of the Association are the president, the secretary, and the treasurer. The board may appoint one or more vice-presidents and other officers and assistant officers as it deems necessary. All officers must-be members or directors. The same person cannot hold more than one (1) office at a time. If an officer is absent or unable to act, the board may appoint a director to perform the duties of that officer and to act in place of that officer, on an interim basis.
3.2. ELECTION OF OFFICERS. The officers are elected no less than annually by the directors at the organizational meeting of the board and hold office at the pleasure of the board. Except for resignation or removal, officers hold office until their respective successors have been designated by the board.
3.3. REMOVAL AND RESIGNATION OF OFFICERS. A majority of directors may remove any officer, with or without cause, at any regular meeting of the board or at any special meeting of the board called for that purpose. A successor may be elected at any regular or special meeting of the board called for that purpose. An officer may resign at any time by giving written notice to the board. Unless the notice of resignation states otherwise, it is effective when received by the board and does not require acceptance by the board. The resignation or removal of an officer who
is also a director does not constitute resignation or removal from the board.
3.4. STANDARD OF CARE. In performing their duties, the officers are required to exercise the standards of care provided by Article 3.105 of the Texas Business Organization Code.
3.5. DESCRIPTION OF PRINCIPAL OFFICES.
3.5.1. PRESIDENT. As the chief executive officer of the Association, the president:
(i) presides at all meetings of the Association and of the board;
(ii) sign as President all deeds, contracts, and other instruments in writing that have been first approved by the Board, by duly adopted
resolution, has authorized the signature of another Officer,
(iii) call meetings of the Board whenever he or she deems it necessary in accordance with rules and on notice agreed to by the Board. The
notice period shall, with the exception of emergencies, in no event be less than three (3) days, and
(iv) have, subject to the advice of the Board, general supervision, direction, and control of the affairs of the Association and discharge such other duties as may be required of him or her by the Board.
3.5.2. VICE-PRESIDENTS. The vice-presidents do not have automatically possess inherit powers to act in the capacity of the President and may act for the President only when the President is actually absent or otherwise unable to act. The vice-presidents shall perform the duties of the
President, and when so acting shall have all powers of and be subject to all restrictions upon the President. Any Vice-Presidents shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
3.5.3. SECRETARY. The secretary:
(i) shall keep a record of all meetings and proceedings of the Board and of the Members;
(ii) keep the seal of the Association, if any, and affix it on all papers requiring the seal;
(iii) serve notices of meetings of the Board and the Members required either by law or by these Bylaws;
(iv) keep appropriate current records showing the Members of the Association together with their addresses; and
(v) sign as Secretary all deeds, contracts, and other instruments in writing that have been first approved by the Board if the instruments require
a second Association signature, unless the Board has authorized another Officer to sign in the place and stead of the Secretary by duly
adopted resolution.
3.5.4. TREASURER. The treasurer:
(i) shall receive and deposit in a bank or banks, as the Board may from time to time direct, all of the funds of the Association;
(ii) be responsible for and supervise the maintenance of books and records to account for the Associations funds and other Association
assets;
(iii) disburse and withdraw funds as the Board may from time to time direct, in accordance with prescribed procedures; and
(iv) prepare and distribute the financial statements for the Association required by the Declaration.
3.6. AUTHORIZED AGENTS. Except when the Documents require execution of certain instruments by certain individuals, the board may authorize any person to execute instruments on behalf of the Association. In the absence of board designation, the president and the secretary are the only
persons authorized to execute instruments on behalf of the Association.
ARTICLE IV: MEETINGS OF THE ASSOCIATION
The following are excerpts from Article IV pertaining in specific to meetings and voting.
4.7. VOTING MEMBERS LIST. The board will prepare and make available a list of the Association's voting members in accordance with Article 22.158 of the Texas Business Organization Code.
4.8. QUORUM. At any meeting of the Association, the presence in person or by proxy of members owning at least fifteen (15%) of the eligible votes constitutes a quorum. Members present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal, during the course of the meeting, of members constituting a quorum.
4.9. LACK OF QUORUM. If a quorum is not present at any meeting of the Association for which proper notice was given, members representing at least a majority of the units represented at the meeting, although not constituting a quorum, may vote to recess the meeting for not more than twenty-four (24) hours in order to attain a quorum, provided the place of the meeting remains as stated in the notice. If the meeting is adjourned without attainment of a quorum, notice of a new meeting for the same purposes within fifteen (15) to thirty (30) days may be given to an owner of each unit, at which meeting the members present in person or by proxy (even if less than the quorum required for the first meeting) will be sufficient to constitute a quorum for the purposes of that meeting.
4.10. VOTES. The vote of members representing at least a majority of the votes cast at any meeting at which a quorum is present binds all members for all purposes, except when a higher percentage is required by these Bylaws, the Declaration, or by law. Cumulative voting is prohibited.
4.10.1. CO-OWNED LOTS. If a lot is owned by more than one member, the one vote appurtenant to that lot is cast in accordance with the Declaration,
4.10.2. CORPORATION-OWNED LOTS. If a lot is owned by a corporation, the vote appurtenant to that lot may be cast by any officer of the corporation in the absence of a written appointment of a specific person by the corporate owner's board of directors or Bylaws. The vote of a
partnership may be cast by any general partner in the absence of a written appointment of a specific person by the owning partnership. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of a corporation or partnership is qualified to vote.
4.10.3. ASSOCIATION-OWNED LOTS. Votes allocated to a lot owned by the Association may be counted towards a quorum and for all ballots and votes except the election or removal of directors. The vote appurtenant to a lot owned by the Association is exercised by the board.
4.11. PROXIES. Votes may be cast in person or by written proxy. To be valid, each proxy must
(i) be signed and dated by a member or his attorney-in-fact;
(ii) identify the unit to which the vote is appurtenant;
(iii) name the person in favor of whom the proxy is granted, such person having agreed to exercise the proxy;
(iv) identify the purpose or meeting for which the proxy is given;
(v) not purport to be revocable without notice; and
(vi) be delivered to the secretary or to the person presiding over the Association meeting for which the proxy is designated. Unless the proxy specifies a shorter or longer time, it terminates one year after its date. To revoke a proxy, the granting member must give actual notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless revoked, any proxy designated for a meeting which is adjourned, recessed, or rescheduled is valid when the meeting reconvenes. A proxy may be delivered by fax. However, a proxy received by fax may not be counted to make or break a tie-vote unless the proxy has been acknowledged or sworn to by the member, before and certified by an officer authorized to take acknowledgments and oaths.
4.13. ORDER OF BUSINESS. Unless the notice of meeting states otherwise, the order of business at meetings of the Association is as follows:
(a) Roll call;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading of Minutes of preceding meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors;
(g) Unfinished business;
(h) New business.
TEXAS PROPERTY OWNERS ASSOCIATION LAW: CONDUCTING ELECTIONS
The following are excerpts from the most current Texas Property Code as it pertains to conducting elections of homeowner association board of directors. The complete Texas Property Code may be viewed and/or downloaded HERE.
Sec. 209.0055. VOTING.
(a) This section applies only to a property owners' association that:
(1) provides maintenance, preservation, and architectural control of residential and commercial property within a defined geographic area in a
county with a population of 2.8 million or more or in a county adjacent to a county with a population of 2.8 million or more; and
(2) is a corporation that:
(A) is governed by a board of trustees who may employ a general manager to execute the association's bylaws and administer the business of the corporation;
(B) does not require membership in the corporation by the owners of the property within the defined area; and
(C) was incorporated before January 1, 2006.
(b) A property owners' association described by Subsection (a) may not bar a property owner from voting in an association election solely based on the fact that:
(1) there is a pending enforcement action against the property owner; or
(2) the property owner owes the association any delinquent assessments, fees, or fines.
Added by Acts 2007, 80th Leg., R.S., Ch. 1367 (H.B. 3674), Sec. 8, eff. September 1, 2007.
Sec. 209.0056. NOTICE OF ELECTION OR ASSOCIATION VOTE.
(a) Not later than the 10th day or earlier than the 60th day before the date of an election or vote, a property owners' association shall give written notice of the election or vote to:
(1) each owner of property in the property owners' association, for purposes of an association-wide election or vote; or
(2) each owner of property in the property owners' association entitled under the dedicatory instruments to vote in a particular representative
election, for purposes of a vote that involves election of representatives of the association who are vested under the dedicatory instruments of
the property owners' association with the authority to elect or appoint board members of the property owners' association.
(b) This section supersedes any contrary requirement in a dedicatory instrument.
(c) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0057. RECOUNT OF VOTES.
(a) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
(b) Any owner may, not later than the 15th day after the date of the meeting at which the election was held, require a recount of the votes. A demand for a recount must be submitted in writing either:
(1) by certified mail, return receipt requested, or by delivery by the United States Postal Service with signature confirmation service to the
property owners' association's mailing address as reflected on the latest management certificate filed under Section 209.004; or
(2) in person to the property owners' association's managing agent as reflected on the latest management certificate filed under Section
209.004 or to the address to which absentee and proxy ballots are mailed.
(c) The property owners' association shall, at the expense of the owner requesting the recount, retain for the purpose of performing the recount, the services of a person qualified to tabulate votes under this subsection. The association shall enter into a contract for the services of a person who:
(1) is not a member of the association or related to a member of the association board within the third degree by consanguinity or affinity, as
determined under Chapter 573, Government Code; and
(2) is:
(A) a current or former:
(i) county judge;
(ii) county elections administrator;
(iii) justice of the peace; or
(iv) county voter registrar; or
(B) a person agreed on by the association and the persons requesting the recount.
(d) Any recount under Subsection (b) must be performed on or before the 30th day after the date of receipt of a request and payment for a recount in accordance with Subsections (b) and (c). If the recount changes the results of the election, the property owners' association shall reimburse the requesting owner for the cost of the recount. The property owners' association shall provide the results of the recount to each owner who requested the recount. Any action taken by the board in the period between the initial election vote tally and the completion of the recount is not affected by any recount.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0058. BALLOTS.
(a) Any vote cast in an election or vote by a member of a property owners' association must be in writing and signed by the member.
(b) Electronic votes cast under Section 209.00592 constitute written and signed ballots.
(c) In an association-wide election, written and signed ballots are not required for uncontested races.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0059. RIGHT TO VOTE.
(a) A provision in a dedicatory instrument that would disqualify a property owner from voting in a property owners' association election of board members or on any matter concerning the rights or responsibilities of the owner is void.
(b) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00591. BOARD MEMBERSHIP.
(a) Except as provided by this section, a provision in a dedicatory instrument that restricts a property owner's right to run for a position on the board of the property owners' association is void.
(b) If a board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a board member has been convicted of a felony or crime involving moral turpitude, the board member is immediately ineligible to serve on the board of the property owners' association, automatically considered removed from the board, and prohibited from future service on the board.
(c) The declaration may provide for a period of declarant control of the association during which a declarant, or persons designated by the declarant, may appoint and remove board members and the officers of the association, other than board members or officers elected by members of the property owners' association. Regardless of the period of declarant control provided by the declaration, on or before the 120th day after the date 75 percent of the lots that may be created and made subject to the declaration are conveyed to owners other than a declarant, at least one-third of the board members must be elected by owners other than the declarant. If the declaration does not include the number of lots that may be created and made subject to the declaration, at least one-third of the board members must be elected by owners other than the declarant not later than the 10th anniversary of the date the declaration was recorded.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00592. VOTING; QUORUM.
(a) The voting rights of an owner may be cast or given:
(1) in person or by proxy at a meeting of the property owners' association;
(2) by absentee ballot in accordance with this section;
(3) by electronic ballot in accordance with this section; or
(4) by any method of representative or delegated voting provided by a dedicatory instrument.
(b) An absentee or electronic ballot:
(1) may be counted as an owner present and voting for the purpose of establishing a quorum only for items appearing on the ballot;
(2) may not be counted, even if properly delivered, if the owner attends any meeting to vote in person, so that any vote cast at a meeting by a
property owner supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal; and
(3) may not be counted on the final vote of a proposal if the motion was amended at the meeting to be different from the exact language on the
absentee or electronic ballot.
(c) A solicitation for votes by absentee ballot must include:
(1) an absentee ballot that contains each proposed action and provides an opportunity to vote for or against each proposed action;
(2) instructions for delivery of the completed absentee ballot, including the delivery location; and
(3) the following language: "By casting your vote via absentee ballot you will forgo the opportunity to consider and vote on any action from the
floor on these proposals, if a meeting is held. This means that if there are amendments to these proposals your votes will not be counted on
the final vote on these measures. If you desire to retain this ability, please attend any meeting in person. You may submit an absentee ballot
and later choose to attend any meeting in person, in which case any in-person vote will prevail."
(d) For the purposes of this section, "electronic ballot" means a ballot:
(1) given by:
(A) e-mail;
(B) facsimile; or
(C) posting on an Internet website;
(2) for which the identity of the property owner submitting the ballot can be confirmed; and
(3) for which the property owner may receive a receipt of the electronic transmission and receipt of the owner's ballot.
(e) If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each owner that contains instructions on obtaining access to the posting on the website.
(f) This section supersedes any contrary provision in a dedicatory instrument.
(g) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00593. ELECTION OF BOARD MEMBERS.
(a) Notwithstanding any provision in a dedicatory instrument, any board member whose term has expired must be elected by owners who are members of the property owners' association. A board member may be appointed by the board to fill a vacancy on the board. A board member appointed to fill a vacant position shall serve for the remainder of the unexpired term of the position.
(b) The board of a property owners' association may amend the bylaws of the property owners' association to provide for elections to be held as required by Subsection (a).
(c) The appointment of a board member in violation of this section is void.
(d) This section does not apply to the appointment of a board member during a development period. In this subsection, "development period" means a period stated in a declaration during which a declarant reserves:
(1) a right to facilitate the development, construction, and marketing of the subdivision; and
(2) a right to direct the size, shape, and composition of the subdivision.
(e) This section does not apply to a representative board whose members or delegates are elected or appointed by representatives of a property owners' association who are elected by owner members of a property owners' association.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Amended by: Acts 2013, 83rd Leg., R.S., Ch. 1062 (H.B. 3176), Sec. 1, eff. June 14, 2013.
Sec. 209.00594. TABULATION OF AND ACCESS TO BALLOTS.
(a) Notwithstanding any other provision of this chapter or any other law, a person who is a candidate in a property owners' association election or who is otherwise the subject of an association vote, or a person related to that person within the third degree by consanguinity or affinity, as determined under Chapter 573, Government Code, may not tabulate or otherwise be given access to the ballots cast in that election or vote except as provided by this section.
(b) A person other than a person described by Subsection (a) may tabulate votes in an association election or vote but may not disclose to any other person how an individual voted.
(c) Notwithstanding any other provision of this chapter or any other law, a person other than a person who tabulates votes under Subsection (b), including a person described by Subsection (a), may be given access to the ballots cast in the election or vote only as part of a recount process authorized by law.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1217 (S.B. 472), Sec. 3, eff. September 1, 2011.
Rosebrook HOA Bylaws, Article II provides details about the Board of Directors, with Article III speaking to the elections for each office, and Article IV specifying each area of an association meeting. The following shares information as it pertains to the election in specific and offices of Board members.
Resources:
*2014 Association Election Page ............ Click HERE
Rosebrook HOA Bylaws ........................... Click HERE
Nominations for Board of Directors ............ Click HERE (downloadable form)
Ballot for Board of Directors Election .......... Click HERE (downloadable form)
Proxy for Board of Directors Election .......... Click HERE (downloadable form)
_________________________________________________________________________________________________________________________
Table of Contents: (this page)
Rosebrook HOA Bylaws:
Article II: Board of Directors
Article III: Officers
Article IV: Meetings of the Association
Texas Property Owner's Association Law:
Section 209: Conducting Elections
What do Board Members do anyway?
_________________________________________________________________________________________________________________________
ARTICLE II: BOARD OF DIRECTORS
2.1. NUMBER AND TERM OF OFFICE. The affairs of the Association shall be managed by a Board of Directors consisting of five (5) duly elected Directors. Each Director shall serve terms of one (1) years each, with such terms staggered as to no more than three (3) Directors being elected at any given election. A director takes office on adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibly, resignation, or removal, will hold office until his successor is elected or appointed.
2.2. QUALIFICATION. All directors must be members of the Association or spouses of members.
2.2.1. ENTITY MEMBER. If a unit is owned by a legal entity, such as a partnership or corporation, any officer, partner, or employee of that entity member is eligible to serve as a director and is deemed to be a member for the purposes of this section. If the relationship between the entity member and the director representing it terminates, that directorship will be deemed vacant.
2.3. ELECTION. Directors will be elected by the members of the Association. The election of directors will be conducted at the annual meeting of the Association, at any special meeting called for that purpose, or by mail, facsimile transmission, or a combination of mail and facsimile transmission.
2.4. VACANCIES. Vacancies on the board caused by any reason, except the removal of a director by a vote of the Association, are filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the board. Each director so elected serves until the next meeting of the Association, at which time a successor will be elected to fill the remainder of the term.
2.5. REMOVAL OF DIRECTORS.
2.5.1. REMOVAL BY MEMBERS. At any annual meeting or special meeting of the Association, any one or more of the directors may be removed with or without cause by members representing at least two-thirds (67%) of the votes present in person or by proxy at the meeting, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the members must be given an opportunity to be heard at the meeting.
2.5.2. REMOVAL BY DIRECTORS. A director may be removed by at least a majority of the directors, at a meeting of the board called for that purpose, for the following limited reasons:
A. The director is a party adverse to the Association or the board in pending litigation to which the Association or the board is a party;
B. The director has refused or failed to attend three (3) or more meetings of the board during the preceding twelve (12) months, provided he was given written notice of the meetings.
C. Any director that has been convicted of a crime on moral turpitude, as such term is known and defined by Texas law, is constructively
removed from the Board of Directors immediately upon delivery of such information to the Board of Directors, with final termination following
independent verification by the Board or its legal representative.
ARTICLE III: OFFICERS
3.1. DESIGNATION. The principal officers of the Association are the president, the secretary, and the treasurer. The board may appoint one or more vice-presidents and other officers and assistant officers as it deems necessary. All officers must-be members or directors. The same person cannot hold more than one (1) office at a time. If an officer is absent or unable to act, the board may appoint a director to perform the duties of that officer and to act in place of that officer, on an interim basis.
3.2. ELECTION OF OFFICERS. The officers are elected no less than annually by the directors at the organizational meeting of the board and hold office at the pleasure of the board. Except for resignation or removal, officers hold office until their respective successors have been designated by the board.
3.3. REMOVAL AND RESIGNATION OF OFFICERS. A majority of directors may remove any officer, with or without cause, at any regular meeting of the board or at any special meeting of the board called for that purpose. A successor may be elected at any regular or special meeting of the board called for that purpose. An officer may resign at any time by giving written notice to the board. Unless the notice of resignation states otherwise, it is effective when received by the board and does not require acceptance by the board. The resignation or removal of an officer who
is also a director does not constitute resignation or removal from the board.
3.4. STANDARD OF CARE. In performing their duties, the officers are required to exercise the standards of care provided by Article 3.105 of the Texas Business Organization Code.
3.5. DESCRIPTION OF PRINCIPAL OFFICES.
3.5.1. PRESIDENT. As the chief executive officer of the Association, the president:
(i) presides at all meetings of the Association and of the board;
(ii) sign as President all deeds, contracts, and other instruments in writing that have been first approved by the Board, by duly adopted
resolution, has authorized the signature of another Officer,
(iii) call meetings of the Board whenever he or she deems it necessary in accordance with rules and on notice agreed to by the Board. The
notice period shall, with the exception of emergencies, in no event be less than three (3) days, and
(iv) have, subject to the advice of the Board, general supervision, direction, and control of the affairs of the Association and discharge such other duties as may be required of him or her by the Board.
3.5.2. VICE-PRESIDENTS. The vice-presidents do not have automatically possess inherit powers to act in the capacity of the President and may act for the President only when the President is actually absent or otherwise unable to act. The vice-presidents shall perform the duties of the
President, and when so acting shall have all powers of and be subject to all restrictions upon the President. Any Vice-Presidents shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
3.5.3. SECRETARY. The secretary:
(i) shall keep a record of all meetings and proceedings of the Board and of the Members;
(ii) keep the seal of the Association, if any, and affix it on all papers requiring the seal;
(iii) serve notices of meetings of the Board and the Members required either by law or by these Bylaws;
(iv) keep appropriate current records showing the Members of the Association together with their addresses; and
(v) sign as Secretary all deeds, contracts, and other instruments in writing that have been first approved by the Board if the instruments require
a second Association signature, unless the Board has authorized another Officer to sign in the place and stead of the Secretary by duly
adopted resolution.
3.5.4. TREASURER. The treasurer:
(i) shall receive and deposit in a bank or banks, as the Board may from time to time direct, all of the funds of the Association;
(ii) be responsible for and supervise the maintenance of books and records to account for the Associations funds and other Association
assets;
(iii) disburse and withdraw funds as the Board may from time to time direct, in accordance with prescribed procedures; and
(iv) prepare and distribute the financial statements for the Association required by the Declaration.
3.6. AUTHORIZED AGENTS. Except when the Documents require execution of certain instruments by certain individuals, the board may authorize any person to execute instruments on behalf of the Association. In the absence of board designation, the president and the secretary are the only
persons authorized to execute instruments on behalf of the Association.
ARTICLE IV: MEETINGS OF THE ASSOCIATION
The following are excerpts from Article IV pertaining in specific to meetings and voting.
4.7. VOTING MEMBERS LIST. The board will prepare and make available a list of the Association's voting members in accordance with Article 22.158 of the Texas Business Organization Code.
4.8. QUORUM. At any meeting of the Association, the presence in person or by proxy of members owning at least fifteen (15%) of the eligible votes constitutes a quorum. Members present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal, during the course of the meeting, of members constituting a quorum.
4.9. LACK OF QUORUM. If a quorum is not present at any meeting of the Association for which proper notice was given, members representing at least a majority of the units represented at the meeting, although not constituting a quorum, may vote to recess the meeting for not more than twenty-four (24) hours in order to attain a quorum, provided the place of the meeting remains as stated in the notice. If the meeting is adjourned without attainment of a quorum, notice of a new meeting for the same purposes within fifteen (15) to thirty (30) days may be given to an owner of each unit, at which meeting the members present in person or by proxy (even if less than the quorum required for the first meeting) will be sufficient to constitute a quorum for the purposes of that meeting.
4.10. VOTES. The vote of members representing at least a majority of the votes cast at any meeting at which a quorum is present binds all members for all purposes, except when a higher percentage is required by these Bylaws, the Declaration, or by law. Cumulative voting is prohibited.
4.10.1. CO-OWNED LOTS. If a lot is owned by more than one member, the one vote appurtenant to that lot is cast in accordance with the Declaration,
4.10.2. CORPORATION-OWNED LOTS. If a lot is owned by a corporation, the vote appurtenant to that lot may be cast by any officer of the corporation in the absence of a written appointment of a specific person by the corporate owner's board of directors or Bylaws. The vote of a
partnership may be cast by any general partner in the absence of a written appointment of a specific person by the owning partnership. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of a corporation or partnership is qualified to vote.
4.10.3. ASSOCIATION-OWNED LOTS. Votes allocated to a lot owned by the Association may be counted towards a quorum and for all ballots and votes except the election or removal of directors. The vote appurtenant to a lot owned by the Association is exercised by the board.
4.11. PROXIES. Votes may be cast in person or by written proxy. To be valid, each proxy must
(i) be signed and dated by a member or his attorney-in-fact;
(ii) identify the unit to which the vote is appurtenant;
(iii) name the person in favor of whom the proxy is granted, such person having agreed to exercise the proxy;
(iv) identify the purpose or meeting for which the proxy is given;
(v) not purport to be revocable without notice; and
(vi) be delivered to the secretary or to the person presiding over the Association meeting for which the proxy is designated. Unless the proxy specifies a shorter or longer time, it terminates one year after its date. To revoke a proxy, the granting member must give actual notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless revoked, any proxy designated for a meeting which is adjourned, recessed, or rescheduled is valid when the meeting reconvenes. A proxy may be delivered by fax. However, a proxy received by fax may not be counted to make or break a tie-vote unless the proxy has been acknowledged or sworn to by the member, before and certified by an officer authorized to take acknowledgments and oaths.
4.13. ORDER OF BUSINESS. Unless the notice of meeting states otherwise, the order of business at meetings of the Association is as follows:
(a) Roll call;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading of Minutes of preceding meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors;
(g) Unfinished business;
(h) New business.
TEXAS PROPERTY OWNERS ASSOCIATION LAW: CONDUCTING ELECTIONS
The following are excerpts from the most current Texas Property Code as it pertains to conducting elections of homeowner association board of directors. The complete Texas Property Code may be viewed and/or downloaded HERE.
Sec. 209.0055. VOTING.
(a) This section applies only to a property owners' association that:
(1) provides maintenance, preservation, and architectural control of residential and commercial property within a defined geographic area in a
county with a population of 2.8 million or more or in a county adjacent to a county with a population of 2.8 million or more; and
(2) is a corporation that:
(A) is governed by a board of trustees who may employ a general manager to execute the association's bylaws and administer the business of the corporation;
(B) does not require membership in the corporation by the owners of the property within the defined area; and
(C) was incorporated before January 1, 2006.
(b) A property owners' association described by Subsection (a) may not bar a property owner from voting in an association election solely based on the fact that:
(1) there is a pending enforcement action against the property owner; or
(2) the property owner owes the association any delinquent assessments, fees, or fines.
Added by Acts 2007, 80th Leg., R.S., Ch. 1367 (H.B. 3674), Sec. 8, eff. September 1, 2007.
Sec. 209.0056. NOTICE OF ELECTION OR ASSOCIATION VOTE.
(a) Not later than the 10th day or earlier than the 60th day before the date of an election or vote, a property owners' association shall give written notice of the election or vote to:
(1) each owner of property in the property owners' association, for purposes of an association-wide election or vote; or
(2) each owner of property in the property owners' association entitled under the dedicatory instruments to vote in a particular representative
election, for purposes of a vote that involves election of representatives of the association who are vested under the dedicatory instruments of
the property owners' association with the authority to elect or appoint board members of the property owners' association.
(b) This section supersedes any contrary requirement in a dedicatory instrument.
(c) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0057. RECOUNT OF VOTES.
(a) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
(b) Any owner may, not later than the 15th day after the date of the meeting at which the election was held, require a recount of the votes. A demand for a recount must be submitted in writing either:
(1) by certified mail, return receipt requested, or by delivery by the United States Postal Service with signature confirmation service to the
property owners' association's mailing address as reflected on the latest management certificate filed under Section 209.004; or
(2) in person to the property owners' association's managing agent as reflected on the latest management certificate filed under Section
209.004 or to the address to which absentee and proxy ballots are mailed.
(c) The property owners' association shall, at the expense of the owner requesting the recount, retain for the purpose of performing the recount, the services of a person qualified to tabulate votes under this subsection. The association shall enter into a contract for the services of a person who:
(1) is not a member of the association or related to a member of the association board within the third degree by consanguinity or affinity, as
determined under Chapter 573, Government Code; and
(2) is:
(A) a current or former:
(i) county judge;
(ii) county elections administrator;
(iii) justice of the peace; or
(iv) county voter registrar; or
(B) a person agreed on by the association and the persons requesting the recount.
(d) Any recount under Subsection (b) must be performed on or before the 30th day after the date of receipt of a request and payment for a recount in accordance with Subsections (b) and (c). If the recount changes the results of the election, the property owners' association shall reimburse the requesting owner for the cost of the recount. The property owners' association shall provide the results of the recount to each owner who requested the recount. Any action taken by the board in the period between the initial election vote tally and the completion of the recount is not affected by any recount.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0058. BALLOTS.
(a) Any vote cast in an election or vote by a member of a property owners' association must be in writing and signed by the member.
(b) Electronic votes cast under Section 209.00592 constitute written and signed ballots.
(c) In an association-wide election, written and signed ballots are not required for uncontested races.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.0059. RIGHT TO VOTE.
(a) A provision in a dedicatory instrument that would disqualify a property owner from voting in a property owners' association election of board members or on any matter concerning the rights or responsibilities of the owner is void.
(b) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00591. BOARD MEMBERSHIP.
(a) Except as provided by this section, a provision in a dedicatory instrument that restricts a property owner's right to run for a position on the board of the property owners' association is void.
(b) If a board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a board member has been convicted of a felony or crime involving moral turpitude, the board member is immediately ineligible to serve on the board of the property owners' association, automatically considered removed from the board, and prohibited from future service on the board.
(c) The declaration may provide for a period of declarant control of the association during which a declarant, or persons designated by the declarant, may appoint and remove board members and the officers of the association, other than board members or officers elected by members of the property owners' association. Regardless of the period of declarant control provided by the declaration, on or before the 120th day after the date 75 percent of the lots that may be created and made subject to the declaration are conveyed to owners other than a declarant, at least one-third of the board members must be elected by owners other than the declarant. If the declaration does not include the number of lots that may be created and made subject to the declaration, at least one-third of the board members must be elected by owners other than the declarant not later than the 10th anniversary of the date the declaration was recorded.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00592. VOTING; QUORUM.
(a) The voting rights of an owner may be cast or given:
(1) in person or by proxy at a meeting of the property owners' association;
(2) by absentee ballot in accordance with this section;
(3) by electronic ballot in accordance with this section; or
(4) by any method of representative or delegated voting provided by a dedicatory instrument.
(b) An absentee or electronic ballot:
(1) may be counted as an owner present and voting for the purpose of establishing a quorum only for items appearing on the ballot;
(2) may not be counted, even if properly delivered, if the owner attends any meeting to vote in person, so that any vote cast at a meeting by a
property owner supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal; and
(3) may not be counted on the final vote of a proposal if the motion was amended at the meeting to be different from the exact language on the
absentee or electronic ballot.
(c) A solicitation for votes by absentee ballot must include:
(1) an absentee ballot that contains each proposed action and provides an opportunity to vote for or against each proposed action;
(2) instructions for delivery of the completed absentee ballot, including the delivery location; and
(3) the following language: "By casting your vote via absentee ballot you will forgo the opportunity to consider and vote on any action from the
floor on these proposals, if a meeting is held. This means that if there are amendments to these proposals your votes will not be counted on
the final vote on these measures. If you desire to retain this ability, please attend any meeting in person. You may submit an absentee ballot
and later choose to attend any meeting in person, in which case any in-person vote will prevail."
(d) For the purposes of this section, "electronic ballot" means a ballot:
(1) given by:
(A) e-mail;
(B) facsimile; or
(C) posting on an Internet website;
(2) for which the identity of the property owner submitting the ballot can be confirmed; and
(3) for which the property owner may receive a receipt of the electronic transmission and receipt of the owner's ballot.
(e) If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each owner that contains instructions on obtaining access to the posting on the website.
(f) This section supersedes any contrary provision in a dedicatory instrument.
(g) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Sec. 209.00593. ELECTION OF BOARD MEMBERS.
(a) Notwithstanding any provision in a dedicatory instrument, any board member whose term has expired must be elected by owners who are members of the property owners' association. A board member may be appointed by the board to fill a vacancy on the board. A board member appointed to fill a vacant position shall serve for the remainder of the unexpired term of the position.
(b) The board of a property owners' association may amend the bylaws of the property owners' association to provide for elections to be held as required by Subsection (a).
(c) The appointment of a board member in violation of this section is void.
(d) This section does not apply to the appointment of a board member during a development period. In this subsection, "development period" means a period stated in a declaration during which a declarant reserves:
(1) a right to facilitate the development, construction, and marketing of the subdivision; and
(2) a right to direct the size, shape, and composition of the subdivision.
(e) This section does not apply to a representative board whose members or delegates are elected or appointed by representatives of a property owners' association who are elected by owner members of a property owners' association.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1026 (H.B. 2761), Sec. 3, eff. January 1, 2012.
Amended by: Acts 2013, 83rd Leg., R.S., Ch. 1062 (H.B. 3176), Sec. 1, eff. June 14, 2013.
Sec. 209.00594. TABULATION OF AND ACCESS TO BALLOTS.
(a) Notwithstanding any other provision of this chapter or any other law, a person who is a candidate in a property owners' association election or who is otherwise the subject of an association vote, or a person related to that person within the third degree by consanguinity or affinity, as determined under Chapter 573, Government Code, may not tabulate or otherwise be given access to the ballots cast in that election or vote except as provided by this section.
(b) A person other than a person described by Subsection (a) may tabulate votes in an association election or vote but may not disclose to any other person how an individual voted.
(c) Notwithstanding any other provision of this chapter or any other law, a person other than a person who tabulates votes under Subsection (b), including a person described by Subsection (a), may be given access to the ballots cast in the election or vote only as part of a recount process authorized by law.
Added by Acts 2011, 82nd Leg., R.S., Ch. 1217 (S.B. 472), Sec. 3, eff. September 1, 2011.
What do Board Members do anyway?
Some people might wonder what Board Members do. Hopefully, this will shed some light on their duties and responsibilities for your community.
Board Members have a set number of responsibilities when they volunteer for your community. Remember, they volunteer! So make sure you thank them for what they do.
Board Members are challenged typically on a daily basis with different aspects from personalities and duties and responsibilities within the community. They have a definite purpose and specific duties to fulfill for your community.
The role of the Board is to set policy, standards, budgets and procedures for the association.
Probably the most important duty is the fiduciary obligations to the association. This can be characterized into two parts; the duty of loyalty and the duty of care. The duty of loyalty is requires the Board Member to act in good faith always in the interest of the community. Never acting in their own interest or in the interest of another person. The duty of care requires the Board Member to act in a reasonable, informed manner when participating on the Board and making decisions for the day to day community’s care.
Board Members are able to delegate the duties of the association, but not the responsibility of their positions. It is the Board that is ultimately responsible for the association even if the Board hires a management company. They can direct actions on behalf of the association, but the Board is completely responsible to the community.
The governing documents as well as state and federal statues outline the Board responsibility within the community. Areas of responsibility typically include:
· Care, maintenance and enhancement of common areas including facilities and physical property.
· Management of community finances and any reserve funds.
· Community harmony.
· Any employment the association has and the human resources of the community.
· Interpretation, creation, enforcement of the rules and regulations of the community.
· Community insurance needs and making sure guidelines for such are followed in the declaration.
This is in no way a full compilation of everything your board members do, just an overview of some of their duties.
Source: http://www.hoamanagementdirectory.com/blog.html?action=more&id=79
Some people might wonder what Board Members do. Hopefully, this will shed some light on their duties and responsibilities for your community.
Board Members have a set number of responsibilities when they volunteer for your community. Remember, they volunteer! So make sure you thank them for what they do.
Board Members are challenged typically on a daily basis with different aspects from personalities and duties and responsibilities within the community. They have a definite purpose and specific duties to fulfill for your community.
The role of the Board is to set policy, standards, budgets and procedures for the association.
Probably the most important duty is the fiduciary obligations to the association. This can be characterized into two parts; the duty of loyalty and the duty of care. The duty of loyalty is requires the Board Member to act in good faith always in the interest of the community. Never acting in their own interest or in the interest of another person. The duty of care requires the Board Member to act in a reasonable, informed manner when participating on the Board and making decisions for the day to day community’s care.
Board Members are able to delegate the duties of the association, but not the responsibility of their positions. It is the Board that is ultimately responsible for the association even if the Board hires a management company. They can direct actions on behalf of the association, but the Board is completely responsible to the community.
The governing documents as well as state and federal statues outline the Board responsibility within the community. Areas of responsibility typically include:
· Care, maintenance and enhancement of common areas including facilities and physical property.
· Management of community finances and any reserve funds.
· Community harmony.
· Any employment the association has and the human resources of the community.
· Interpretation, creation, enforcement of the rules and regulations of the community.
· Community insurance needs and making sure guidelines for such are followed in the declaration.
This is in no way a full compilation of everything your board members do, just an overview of some of their duties.
Source: http://www.hoamanagementdirectory.com/blog.html?action=more&id=79
