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JenniferG11
(Texas)

Posts:530


07/18/2018 8:55 AM  
TX (COA) statute says that they don't have to tell us when BOD meetings are by posting or other notice, but we may ask when the next one is so we may attend.

How does this square with the provision that they may hold meetings electronically or by phone?
SheliaH
(Indiana)

Posts:2319


07/18/2018 9:03 AM  
Did you ask the board? If so, what was the response?

It may be they have a speakerphone where people can dial in using something like freeconferencecall.com Ditto for programs like GotoMeeting.com, where people can listen in and view the proceedings via the internet.

JanetB2
(Colorado)

Posts:4166


07/18/2018 8:32 PM  
Posted By JenniferG11 on 07/18/2018 8:55 AM
TX (COA) statute says that they don't have to tell us when BOD meetings are by posting or other notice, but we may ask when the next one is so we may attend.

How does this square with the provision that they may hold meetings electronically or by phone?


Really??? Because when I look up TX Statute it notes in part:

https://statutes.capitol.texas.gov/docs/PR/pdf/PR.209.pdf

Sec. 209.0051. OPEN BOARD MEETINGS.

(e) Members shall be given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be:
(1) mailed to each property owner not later than the 10th day or earlier than the 60th day before the date of the meeting; or
(2) provided at least 72 hours before the start of the
meeting by:
(A) posting the notice in a conspicuous manner reasonably designed to provide notice to property owners’
association members:
(i) in a place located on the association’s common property or, with the property owner’s consent, on other conspicuously located privately owned property within the
subdivision; or
(ii) on any Internet website maintained by the association or other Internet media; and
(B) sending the notice by e-mail to each owner who has registered an e-mail address with the association.
(f). It is an owner’s duty to keep an updated e-mail address registered with the property owners’ association under Subsection (e)(2)(B).

So ... Did you actually look it up ... or were you just told that?
RichardP13
(California)

Posts:3140


07/18/2018 9:01 PM  
Posted By JanetB2 on 07/18/2018 8:32 PM
Posted By JenniferG11 on 07/18/2018 8:55 AM
TX (COA) statute says that they don't have to tell us when BOD meetings are by posting or other notice, but we may ask when the next one is so we may attend.

How does this square with the provision that they may hold meetings electronically or by phone?


Really??? Because when I look up TX Statute it notes in part:

https://statutes.capitol.texas.gov/docs/PR/pdf/PR.209.pdf

Sec. 209.0051. OPEN BOARD MEETINGS.

(e) Members shall be given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be:
(1) mailed to each property owner not later than the 10th day or earlier than the 60th day before the date of the meeting; or
(2) provided at least 72 hours before the start of the
meeting by:
(A) posting the notice in a conspicuous manner reasonably designed to provide notice to property owners’
association members:
(i) in a place located on the association’s common property or, with the property owner’s consent, on other conspicuously located privately owned property within the
subdivision; or
(ii) on any Internet website maintained by the association or other Internet media; and
(B) sending the notice by e-mail to each owner who has registered an e-mail address with the association.
(f). It is an owner’s duty to keep an updated e-mail address registered with the property owners’ association under Subsection (e)(2)(B).

So ... Did you actually look it up ... or were you just told that?



Sorry, you are citing the WRONG statue, as Jennifer cited COA, not POA.

Not sure why some states have one for Condos and one for POA, but it is what it is.
RichardP13
(California)

Posts:3140


07/18/2018 9:24 PM  
According to the Texas Uniform Condominium Act this is the requirements for the notice of Open Meetings, if notice is not stated in the Bylaws.

Art. 1396-2.19. PLACE AND NOTICE OF DIRECTORS' MEETINGS. A.
Meetings of the board of directors, regular or special, may be held
either within or without this State.
B. Regular meetings of the board of directors may be held with
or without notice as prescribed in the by-laws. Special meetings of
the board of directors shall be held upon such notice as is
prescribed in the by-laws. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is
not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of
the board of directors need be specified in the notice or waiver of
notice of such meeting, unless required by the by-laws.
JanetB2
(Colorado)

Posts:4166


07/18/2018 9:43 PM  
Posted By RichardP13 on 07/18/2018 9:01 PM
Posted By JanetB2 on 07/18/2018 8:32 PM
Posted By JenniferG11 on 07/18/2018 8:55 AM
TX (COA) statute says that they don't have to tell us when BOD meetings are by posting or other notice, but we may ask when the next one is so we may attend.

How does this square with the provision that they may hold meetings electronically or by phone?


Really??? Because when I look up TX Statute it notes in part:

https://statutes.capitol.texas.gov/docs/PR/pdf/PR.209.pdf

Sec. 209.0051. OPEN BOARD MEETINGS.

(e) Members shall be given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be:
(1) mailed to each property owner not later than the 10th day or earlier than the 60th day before the date of the meeting; or
(2) provided at least 72 hours before the start of the
meeting by:
(A) posting the notice in a conspicuous manner reasonably designed to provide notice to property owners’
association members:
(i) in a place located on the association’s common property or, with the property owner’s consent, on other conspicuously located privately owned property within the
subdivision; or
(ii) on any Internet website maintained by the association or other Internet media; and
(B) sending the notice by e-mail to each owner who has registered an e-mail address with the association.
(f). It is an owner’s duty to keep an updated e-mail address registered with the property owners’ association under Subsection (e)(2)(B).

So ... Did you actually look it up ... or were you just told that?



Sorry, you are citing the WRONG statue, as Jennifer cited COA, not POA.

Not sure why some states have one for Condos and one for POA, but it is what it is.


Thanks Richard I missed that. CO while has a separate section for COA’s the COA’s also must follow some sections of the CCIOA 38-33.3 with regards to running the association. CO is slowly trying to not have separate statutes. I am with you on having huge separation in some states.

For COA the info MUST be contained in the bylaws.

https://statutes.capitol.texas.gov/Docs/PR/htm/PR.82.htm

Sec. 82.106. BYLAWS. (a) The administration and operation of the condominium are governed by the bylaws, which must provide for:

(7) the manner of notice of meetings of the association.

Also:

Sec. 82.108. MEETINGS. (a) Meetings of the association must be held at least once each year. Unless the declaration provides otherwise, special meetings of the association may be called by the president, a majority of the board, or unit owners having at least 20 percent of the votes in the association.
(b) Meetings of the association and board must be open to unit owners, subject to the right of the board to adjourn a meeting of the board and reconvene in closed executive session to consider actions involving personnel, pending litigation, contract negotiations, enforcement actions, matters involving the invasion of privacy of individual unit owners, or matters that are to remain confidential by request of the affected parties and agreement of the board. The general nature of any business to be considered in executive session must first be announced at the open meeting.
(c) Unless the declaration, bylaws, or articles of incorporation of the association provide otherwise:
(1) a meeting of the board may be held by any method of communication, including electronic and telephonic, if:
(A) notice of the meeting has been given in accordance with Subsection (e);
(B) each director may hear and be heard by every other director; and
(C) the meeting does not involve voting on a fine, damage assessment, appeal from a denial of architectural control approval, or suspension of a right of a particular association member before the member has an opportunity to attend a board meeting to present the member's position, including any defense, on the issue; and
(2) the board may act by unanimous written consent of all the directors, without a meeting, if:
(A) the board action does not involve voting on a fine, damage assessment, appeal from a denial of architectural control approval, or suspension of a right of a particular association member before the member has an opportunity to attend a board meeting to present the member's position, including any defense, on the issue; and
(B) a record of the board action is filed with the minutes of board meetings.
(d) Notice of a meeting of the association must be given as provided by the bylaws, or, if the bylaws do not provide for notice, notice must be given to each unit owner in the same manner in which notice is given to members of a nonprofit corporation under Section A, Article 2.11, Texas Non-Profit Corporation Act (Article 1396-2.11, Vernon's Texas Civil Statutes).
(e) Notice of a meeting of the board must be given as provided by the bylaws, or, if the bylaws do not provide for notice, notice must be given to each board member in the same manner in which notice is given to members of the board of a nonprofit corporation under Section B, Article 2.19, Texas Non-Profit Corporation Act (Article 1396-2.19, Vernon's Texas Civil Statutes).
(f) An association, on the written request of a unit owner, shall inform the unit owner of the time and place of the next regular or special meeting of the board. If the association representative to whom the request is made does not know the time and place of the meeting, the association promptly shall obtain the information and disclose it to the unit owner or inform the unit owner where the information may be obtained.

Added by Acts 1993, 73rd Leg., ch. 244, Sec. 1, eff. Jan. 1, 1994. Amended by Acts 1997, 75th Leg., ch. 956, Sec. 3, eff. Jan. 1, 1998.

If a method of notice for BOD meetings are not noted in the Bylaws then the above noted section in bold and that statute is to be followed.
JenniferG11
(Texas)

Posts:530


07/19/2018 4:12 AM  
The bolded section refers to notifying all the board members, not association members. Oddly, they don't have to give members notice, but must provide the information if asked, as noted just under the bolded in section (f).
JenniferG11
(Texas)

Posts:530


07/19/2018 4:30 AM  
Posted By SheliaH on 07/18/2018 9:03 AM
Did you ask the board? If so, what was the response?

It may be they have a speakerphone where people can dial in using something like freeconferencecall.com Ditto for programs like GotoMeeting.com, where people can listen in and view the proceedings via the internet.





Thank you for the information.
SheliaH
(Indiana)

Posts:2319


07/19/2018 8:30 AM  
If the board is making it possible for people to dial in or use the internet to listen in on the proceedings, I would hope they would make that notice as part of the board meeting announcement (here's the link to the website, access code for the conference call, etc.

I listen to a number of webinars on my job, so I would take some cues from those organizations - your notice should provide general tips on how to address any problems with hearing, being dropped from the call etc. If the meeting is being records and made available to homeowners to download later, put that information in the meeting announcement.

Yes, I know recording meetings is a whole 'nother conversation, so you may want to check with your association attorney to see if there are any conflicts with your documents on that.
RichardP13
(California)

Posts:3140


07/19/2018 9:03 AM  
I have managed over 120 HOA's in 10 years, condos, townhomes and detached PUDs. Boards are boards, no matter what. Texas is a perfect example of legislative stupidity in having multiple acts for homeowner associations. I have issues with laws governing HOA's in California, but at least they all fall under one law, outside of the Corporation Code.

Again, drawing from experience, I can see the majority of HOA's being able to handle teleconferencing. I put on webinars with 500 and 600 people at a time. We had an IT that was second to none at the time who made that a seamless operation for anyone using the service.
JanetB2
(Colorado)

Posts:4166


07/24/2018 9:41 PM  
Posted By JenniferG11 on 07/19/2018 4:12 AM
The bolded section refers to notifying all the board members, not association members. Oddly, they don't have to give members notice, but must provide the information if asked, as noted just under the bolded in section (f).


I missed that ... OK so if we look at the Non-Profit Corporate Statutes:

SUBCHAPTER E. MANAGEMENT

Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS. Except as provided by Section 22.202, the affairs of a corporation are managed by a board of directors. The board of directors may be designated by any name appropriate to the customs, usages, or tenets of the corporation.

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

Sec. 22.202. MANAGEMENT BY MEMBERS. (a) The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws.
(b) A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that:
(1) was incorporated before January 1, 1994; and
(2) has the management of its affairs vested in the corporation's members.

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


The 22.202 noted above states:

Sec. 22.202. MANAGEMENT BY MEMBERS. (a) The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If the corporation has a board of directors, the corporation may limit the authority of the board to the extent provided by the certificate of formation or bylaws.
(b) A corporation is considered to have vested the management of the corporation's affairs in the board of directors of the corporation in the absence of a provision to the contrary in the certificate of formation, unless the corporation is a church organized and operating under a congregational system that:
(1) was incorporated before January 1, 1994; and
(2) has the management of its affairs vested in the corporation's members.

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


So you need to first look at your HOA’s “certificate of formation of a corporation” to see what it states with regards to your BOD. If that does not state notifying members or if your Bylaws do not state notifying. Then potentially your members need to get together and demand that the Bylaws be changed to allow such notification.


JenniferG11
(Texas)

Posts:530


07/24/2018 9:52 PM  
The Texas Business Organizations Code (BOC) has replaced the following statutes:

Texas Business Corporation Act
*Texas Non-Profit Corporation Act*
Texas Professional Corporation Act
Texas Professional Association Act
Texas Miscellaneous Corporation Laws Act
Texas Revised Partnership Act
Texas Revised Limited Partnership Act
Texas Limited Liability Company Act
Texas Real Estate Investment Trust Act
Texas Cooperative Association Act
Texas Uniform Unincorporated Nonprofit Association Act
Since the mandatory application date of January 1, 2010, the BOC applies to all Texas corporations, partnerships, limited liability companies, and other domestic filing entities, as well as all foreign filing entities registered to transact business in Texas. The BOC applies regardless of an entity’s formation date or whether the entity has taken affirmative steps to adopt the BOC.

For more information about the history and implementation of the BOC, see our Educational Materials.

https://www.sos.state.tx.us/corp/boc.shtml

JanetB2
(Colorado)

Posts:4166


07/24/2018 11:44 PM  
Posted By JenniferG11 on 07/24/2018 9:52 PM
The Texas Business Organizations Code (BOC) has replaced the following statutes:

Texas Business Corporation Act
*Texas Non-Profit Corporation Act*
Texas Professional Corporation Act
Texas Professional Association Act
Texas Miscellaneous Corporation Laws Act
Texas Revised Partnership Act
Texas Revised Limited Partnership Act
Texas Limited Liability Company Act
Texas Real Estate Investment Trust Act
Texas Cooperative Association Act
Texas Uniform Unincorporated Nonprofit Association Act
Since the mandatory application date of January 1, 2010, the BOC applies to all Texas corporations, partnerships, limited liability companies, and other domestic filing entities, as well as all foreign filing entities registered to transact business in Texas. The BOC applies regardless of an entity’s formation date or whether the entity has taken affirmative steps to adopt the BOC.

For more information about the history and implementation of the BOC, see our Educational Materials.

https://www.sos.state.tx.us/corp/boc.shtml



Yes ... And the sections I noted are listed under that ... so what is your point???
JenniferG11
(Texas)

Posts:530


07/25/2018 12:47 PM  
Posted By JanetB2 on 07/24/2018 11:44 PM
Posted By JenniferG11 on 07/24/2018 9:52 PM
The Texas Business Organizations Code (BOC) has replaced the following statutes:

Texas Business Corporation Act
*Texas Non-Profit Corporation Act*
Texas Professional Corporation Act
Texas Professional Association Act
Texas Miscellaneous Corporation Laws Act
Texas Revised Partnership Act
Texas Revised Limited Partnership Act
Texas Limited Liability Company Act
Texas Real Estate Investment Trust Act
Texas Cooperative Association Act
Texas Uniform Unincorporated Nonprofit Association Act
Since the mandatory application date of January 1, 2010, the BOC applies to all Texas corporations, partnerships, limited liability companies, and other domestic filing entities, as well as all foreign filing entities registered to transact business in Texas. The BOC applies regardless of an entity’s formation date or whether the entity has taken affirmative steps to adopt the BOC.

For more information about the history and implementation of the BOC, see our Educational Materials.

https://www.sos.state.tx.us/corp/boc.shtml



Yes ... And the sections I noted are listed under that ... so what is your point???




You were quoting from an obsolete statute.
RichardP13
(California)

Posts:3140


07/25/2018 1:14 PM  
Ouch!
JenniferG11
(Texas)

Posts:530


07/25/2018 1:15 PM  
Posted By RichardP13 on 07/25/2018 1:14 PM
Ouch!




??
JanetB2
(Colorado)

Posts:4166


07/25/2018 8:39 PM  
Posted By JenniferG11 on 07/25/2018 12:47 PM
Posted By JanetB2 on 07/24/2018 11:44 PM
Posted By JenniferG11 on 07/24/2018 9:52 PM
The Texas Business Organizations Code (BOC) has replaced the following statutes:

Texas Business Corporation Act
*Texas Non-Profit Corporation Act*
Texas Professional Corporation Act
Texas Professional Association Act
Texas Miscellaneous Corporation Laws Act
Texas Revised Partnership Act
Texas Revised Limited Partnership Act
Texas Limited Liability Company Act
Texas Real Estate Investment Trust Act
Texas Cooperative Association Act
Texas Uniform Unincorporated Nonprofit Association Act
Since the mandatory application date of January 1, 2010, the BOC applies to all Texas corporations, partnerships, limited liability companies, and other domestic filing entities, as well as all foreign filing entities registered to transact business in Texas. The BOC applies regardless of an entity’s formation date or whether the entity has taken affirmative steps to adopt the BOC.

For more information about the history and implementation of the BOC, see our Educational Materials.

https://www.sos.state.tx.us/corp/boc.shtml



Yes ... And the sections I noted are listed under that ... so what is your point???




You were quoting from an obsolete statute.


Sorry ... I believe you need to go to: https://statutes.capitol.texas.gov/?link=BO

And review the STATUTE and my “Quotes” from those sections and you will note they will match. I definitely was not quoting from an obsolete statute ... as was from same link you posted above.
JenniferG11
(Texas)

Posts:530


07/25/2018 9:00 PM  
OK, when you wrote 'Non Profit Corporation Statutes' instead of the 'Texas Business Organization Code', I thought you were looking at the old one.

I re-read what you quoted and don't see how it's relevant. Would be very happy for it to be, I am just not seeing it.

Prior boards did notify and allow people to speak. It would be great if that right is codified somewhere.
JanetB2
(Colorado)

Posts:4166


07/25/2018 11:01 PM  
Posted By JenniferG11 on 07/25/2018 9:00 PM
OK, when you wrote 'Non Profit Corporation Statutes' instead of the 'Texas Business Organization Code', I thought you were looking at the old one.

I re-read what you quoted and don't see how it's relevant. Would be very happy for it to be, I am just not seeing it.

Prior boards did notify and allow people to speak. It would be great if that right is codified somewhere.


Again ... What does your HOA’s “certificate of formation of a corporation” OR your “bylaws” state with regards to your BOD meetings? Do either of those documents note that the members shall be notified of BOD meetings?
JenniferG11
(Texas)

Posts:530


07/26/2018 12:34 AM  
Posted By JanetB2 on 07/25/2018 11:01 PM
Posted By JenniferG11 on 07/25/2018 9:00 PM
OK, when you wrote 'Non Profit Corporation Statutes' instead of the 'Texas Business Organization Code', I thought you were looking at the old one.

I re-read what you quoted and don't see how it's relevant. Would be very happy for it to be, I am just not seeing it.

Prior boards did notify and allow people to speak. It would be great if that right is codified somewhere.


Again ... What does your HOA’s “certificate of formation of a corporation” OR your “bylaws” state with regards to your BOD meetings? Do either of those documents note that the members shall be notified of BOD meetings?




No. If they did, I would not have to go to the statute for our rights to even be able to ask and then be informed.

JanetB2
(Colorado)

Posts:4166


07/26/2018 9:55 PM  
Posted By JenniferG11 on 07/26/2018 12:34 AM
Posted By JanetB2 on 07/25/2018 11:01 PM
Posted By JenniferG11 on 07/25/2018 9:00 PM
OK, when you wrote 'Non Profit Corporation Statutes' instead of the 'Texas Business Organization Code', I thought you were looking at the old one.

I re-read what you quoted and don't see how it's relevant. Would be very happy for it to be, I am just not seeing it.

Prior boards did notify and allow people to speak. It would be great if that right is codified somewhere.


Again ... What does your HOA’s “certificate of formation of a corporation” OR your “bylaws” state with regards to your BOD meetings? Do either of those documents note that the members shall be notified of BOD meetings?




No. If they did, I would not have to go to the statute for our rights to even be able to ask and then be informed.



Wanted to make sure ... we have posters here who have not read their documents. Kuddos to you for having researched and read your documents. Unfortunately I do not see anything in the State Statutes which could be of help and we cannot see what is contained in your documents. There are a few states where I would not purchase in an HOA some of which are TX and FL because they do not have appropriate laws for owners. However, I have seen TX making an effort to fix many of their HOA statutes over the last couple of years. Hopefully they will fix this issue in the near future and you might want to bring the problem to your local Legislator’s attention.
JenniferG11
(Texas)

Posts:530


07/27/2018 6:23 PM  
Unfortunately I cannot copy and paste from them, but I do have the by-laws almost memorized, and consistently go back to re-read everytime a topic comes up. I go there and then check the statues to see if there is any conflict and which prevails. I get tripped up on the statutes by memory at times, because I memorized too many that apply only to HOAs when I started out!

When starting out and using google for topics, HOAs come up FAR more often. There is more case law, more legislative updates, etc. for HOAs. Condo laws seem to be like a step-child, but now I reverse when I come to an HOA article and keep seeking COA specific.

It really makes -0- sense that the law for HOAs would be to notify members of BOD meetings, but condo owners have to beg in writing every month (at least our board meets every month) to know the time and place of the next one.

In fact, when TUCA came along, I find it incredulous they went to the trouble of adding that we may do said begging, instead of just requiring to notify.

But it is what it is, so our only recourse is to do the begging every month, or convince them to avoid this onerous process (onerous for them too, imo). Prior boards had put notices up in the glass cases at the mail station every month. Easy-peasy.

And apparently people would like to go, as every month when it was offered they did.

There has been no ability for owners to go to meetings for a year now, and I thought things would change when a few board members were changed out lately, but on this they may not.

I'm not going to beg. I am done with begging from the past year. When it's an issue regarding a clearly defined legal right, I will send exactly two emails. One to the CAM, and if no action, then one to the entire board, and next will be a demand letter sent directly to the attorney.

Think about it. Would they beg me if I was in violation, or would they follow a set procedure? Do they have to go get 51% approval to act on a member violation? LOL, no, and I don't have to either.
BarbaraT1
(Texas)

Posts:107


07/30/2018 9:25 AM  
I no longer manage condos (thank goodness) but when I did, the only boards that didn't want to notice owners of an upcoming meeting were boards who wanted to hide something. What they were hiding was usually that the association was broke, or they weren't going to perform needed maintenance or both.
KerryL1
(California)

Posts:5962


07/30/2018 10:39 AM  
Sounds right to me, Barbara. When our bad old board wanted to hide things, they illegally put them in executive session.

Another reason boards want to keep board meetings secret by not putting up notices about them is when they're in states that require an open forum during board meetings as do CA, AZ and many others. You know--those pesky, nosy Owners!
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