Legal or illegal bylaw sections

My HOA bylaws which were supposedly approved in fall of 2008 when the developer transfered control to homeowners contain the following sections/provisions--
1--the Directors can make any changes to the HOA bylaws by vote of 7 directors without notification to the HOA in general of what changes are proposed and without approval of quorum of HOA at large...
(and they have done it at least 3 times)

2--there is no provision for removal of a director (for cause or no cause) by action of the HOA at large--only by action of the Board of Directors

3--the only way to compel the Board to have a meeting to address concerns of the HOA at large is by getting a 2/3 majority petition of the HOA vs the more customary 20 or 25%...

I know that the state legislature has voted changes to HOA rules which our HOA board is supposed to be implimenting...they have had discussion with attorney about it and mentioned that in their minutes posted on the HOA website...
but no specifics

At the Board meeting on Sunday which was open to the HOA members but almost none took time to attend since the Cowboys were playing...anyone could address the Board at the end for 3 minutes--

I asked them to consider revising that section of the bylaws immediately--to put balance back into the bylaws and make HOA body approval mandatory vs the Board's approval only...

some Board members obviously did not even know what I was refering to--
I had to read the section of the bylaws...

One of the Board members asked me if I had been damaged by that provision in the past...
Obviously he has no desire to see it revert to a balance of powers between the HOA at large and the Board...

I want to know if TX corporate law makes any of those three statues illegal...

I think the only facets of the bylaws they are intending to change are those that the state's new laws require...like opening Board meetings to HOA members...

so I need some ammunition to make them understand why they are obligated to change those as well -- I don't know if the attorney they are using even read the current bylaws and looks at statues that new law will not directly effect...

what is the point of open meetings if the Board can make any changes to bylaws (within state laws) w/o getting approval of HOA at large...
My ONLY power as homeowner under these current bylaws is to vote for board of directors once a year...

Vicki,

Since most Associations are incorporated as non-profit corporations, I will base this response with the expectation that this is the same for your Association. You will need to verify.

Texas nonprofit corporation act is covered under title 2, chapter 22 of the State Statutes. Removal of a Director is covered under Subchapter E, Section 22.211.

TX Statutes defer to the Bylaws. If the Bylaws were silent, then they specify that removal would be by the membership. Therefore, in your situation - the Bylaws are the controlling document.

I know it's not what you wanted to hear but that is the way the statute reads:

Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.

(b) In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

WHO votes the board in?

That group has the power to vote the board out.

(you say only the board has the power to remove itself - that's crazy)

As I said before, those bylaws are for the benefit of a DEVELOPER, not an HOA.

Susan--
I am telling you again--
these bylaws are NOT the developer's bylaws--
those were much more fair/balanced--I would accept them in a heartbeat...
the current bylaws were instituted when our neighborhood went from developer's control to homeowner control and 7 people in the neighborhood met with the attorney the developer used to make the transfer...
THEY presented these bylaws (supposedly) to the HOA and had a vote at a meeting and the bylaws were accepted...
we have seen no written proof of that except statement from former Board president that it occurred...
the bylaws themselves were never filed with the county clerk as they were supposed to be under TX corporate law and no one has seen a copy that was signed by the original 7 directors...

BUT they are not the developer's bylaws...
and I agree that it is a stupid, goes against logic, provision--but the 7 people who created them WANTED to have all the control in their hands vs balanced with the HOA at large...and that used that statue as well as several others to warp the bylaws into giving them that control...

This is a classic example of state by state, association by association. Some states your bylaws are filed, others are not. It depends on how the bylaws were written, ours are not as restrictive to change as our covenants but do require a vote of the members at a meeting called for that purpose.

This is certainly a true statement. In reality, it would require someone to challenge the changes and, more often than not, a court ruling on the challenge to have them nullified.