Texas PoA rules - Nominating committee?

Quote:

Posted By JohnB78 on 04/27/2017 4:49 PM
Hi folks,

Oh, so many questions, I am sorry. I will try to keep this brief, I promise.

Problem PoA. No documentation for years, no real financial accounting. 4 officer positions one year and 2 were held by a husband and wife who owned one lot/tract, then denied my wife and I being on the board a couple years later at the same time although we own two lots/tracts.

I have been trying to help "from the sidelines" and finally gave up and put my foot down and decided to challenge them openly.

Two years ago my wife and I discovered the previous board members had terminated the PoA accidentally, a month after the new PoA board took office. It took us 4 months to convince the new PoA president the PoA was a corporation so we could reinstate it. Even then, he did not believe it but 'allowed' us to 'try'.

We did that, changed the name, actually filed the first officer/board/registered agent changes that had been filed since inception.

Now that is done, nothing has been done. We spent almost a year trying to convince them there were by-laws, even if they were simply "fill-in-the-blank ones that never got filed or changed. They still do not believe that and have cut me off all together.

I have been kicked off the board one year, they refused to hold a single meeting the following year because they did not want me there, told my wife and I we could not be on the board at the same time, and this year, just said to go away....all the while, WE were the ones doing all the research, leg work, filing... they even had the EX treasurer refuse to give the President of the PoA access to the checking account. "I" had to go in and get my wife access, she is the Secretary and was also refused.

I have been on numerous boards, and a couple publicly traded companies...so was the only one with experience and was trying to help and be a good neighbor, but I ran into the old, "we have been doing this a while.. you have only been here three years, you need to be quiet and watch what we do".

So...here we are. I am writing / shaping a set of by-laws to take to our new annual meeting and a confrontation I know we will have.

The nominating committee thing is what I am not sitting well with.

This is a PoA known for controlling the board and communication etc. If we could even GET 3 unbias people to accept this, there surely will be abuse of it. 6 years we have tried to get an open dialog and cannot get an agenda item brought up.

Is it possible NOT to use a nominating committee if we don't add it to the by-laws?

This is a ranch PoA...most everyone lives 5+ hours away. MOST never see each other more than once a year, if that.

A committee of anything but the roads seems to be WAY overkill for this sort of a setup.

Ideas?

Thanks. Again.. I am very sorry to ask. I can do most the rest of this.. i.e. too many board member slots that must be filled. Trying to knock the minimums down so we do not wear people out.

I am also going to try to define "teeth" into the by-laws or covenants to allow people to levy fines for folks that do not pay their annual dues. I need to research that, but more importantly, just having by-laws that list our name on them so no-one has to do this again would be helpful.

Most these folks are blue-collar and do not understand legal jargon... so need things to be defined clearly.

Thanks!