JudyP12 (Texas)
Posts: 4
Posts: 4
Posted:
Does anyone know of a knowledgeable, certified person in the Ft Worth, TX area who would interpret a portion of our HOA's Bylaws regarding election of the Board of directors?
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Bylaws Interpretation
Started by JudyP12 • 12 replies • 1355 views
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MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
Don't know what you mean by a "certified" person. We here are pretty "certifiable" and can give you some free advice based on our own experience. We are NOT lawyers nor represent ourselves to be.
Former HOA President
TimB4 (Tennessee)
Posts: 21,062
Posts: 21,062
Posted:
If you are looking for a legal interpretation, you need to consult with a local attorney.
If you are asking for a referral, the forum posting rules prohibit posting those.
You could check out the local chapter of CAI (community Association Institute) as they have referrals.
If your asking for a simple interpretation, you might want to post the section you are concerned about on the forum. This will likely result in a consensus of what we believe it means (based on our own experiences). If you do post, remember to not mention your Association's name (as that is also one of this forums posting rules).
Tim
If you are asking for a referral, the forum posting rules prohibit posting those.
You could check out the local chapter of CAI (community Association Institute) as they have referrals.
If your asking for a simple interpretation, you might want to post the section you are concerned about on the forum. This will likely result in a consensus of what we believe it means (based on our own experiences). If you do post, remember to not mention your Association's name (as that is also one of this forums posting rules).
Tim
DouglasK1 (Florida)
Posts: 2,046
Posts: 2,046
Posted:
Note that even an attorney will just render an "opinion". The final say happens when a lawsuit is filed and a judge rules. Even that is open to change, if a verdict gets appealed, the appeals court could rule differently.
Escaped former treasurer and director of a self managed association.
JudyP12 (Texas)
Posts: 4
Posts: 4
Posted:
Your feedback is appreciated.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
I'm with tim, Judy. Can you post the section that concerns you? A very large portion of Bylaws are the same in every state & HOA, so most of us have seen whatever is in yours.
If the Bylaws passage in question is about elections of directors per se, you also may need to turn to TX law on the subject.
If the Bylaws passage in question is about elections of directors per se, you also may need to turn to TX law on the subject.
JudyP12 (Texas)
Posts: 4
Posts: 4
Posted:
Below is the section form the HOA Bylaws. This is a single-family HOA with approximately 900 lots, but 600 owners. Three Subdivisions (A, B, & C) make up the HOA.
ARTICLE VI
BOARD OF DIRECTORS
6.01 NUMBER AND QUALIFICATIONS. The affairs of this Association shall be governed by a Board of Directors consisting of five (5) persons. All candidates must be members in good standing and abide by the rules and restrictions.
6.05 ELECTION AND TERM OF OFFICE. The term of office of all five (5) Directors shall be fixed at two (2) years. In odd numbered years, three (3) Directors shall be voted in with one (1) Director from Subdivision A, one (1) Director from Subdivision B or Subdivision A and one (1) Director from Subdivision C. In even numbered years, two (2) Directors shall be voted in with one (1) Director from Subdivision A or Subdivision B and one (1) Director from Subdivision C. The exception being, no Board of Directors shall have more than one (1) Director serving on the board from Subdivision B at any one time. The President, Secretary and Treasurer each shall serve a one (1) year term but may succeed themselves if voted by the Board of Directors. The Directors shall hold office until their successors have been elected and hold their first meeting, except as is otherwise provided.
6.06 VACANCIES. Vacancies in the board of Directors caused by death, resignation or disqualification, i.e., by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of the majority of the remaining Directors, and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
***The annual meeting was held Saturday with mail-in ballots (all according to the Texas Property Code). ONLY one current Director from Subdivision A moved forward. One current Director has been reelected. He wants to consider only the top FOUR vote getters for the Board. However, ONLY one is from Subdivision A and three from Subdivision C. I raised the question that the Bylaws specify a ratio of three (3) from Subdivision A and two (2) from Subdivision C. He states that one of the electees from Subdivision C will resign and they will APPOINT him back as a director. *********
My interpretation is that regardless of whether the Director is elected or appointed, the ratio of the subdivisions as stated in the Bylaws must be maintained.
What are your thoughts?
ARTICLE VI
BOARD OF DIRECTORS
6.01 NUMBER AND QUALIFICATIONS. The affairs of this Association shall be governed by a Board of Directors consisting of five (5) persons. All candidates must be members in good standing and abide by the rules and restrictions.
6.05 ELECTION AND TERM OF OFFICE. The term of office of all five (5) Directors shall be fixed at two (2) years. In odd numbered years, three (3) Directors shall be voted in with one (1) Director from Subdivision A, one (1) Director from Subdivision B or Subdivision A and one (1) Director from Subdivision C. In even numbered years, two (2) Directors shall be voted in with one (1) Director from Subdivision A or Subdivision B and one (1) Director from Subdivision C. The exception being, no Board of Directors shall have more than one (1) Director serving on the board from Subdivision B at any one time. The President, Secretary and Treasurer each shall serve a one (1) year term but may succeed themselves if voted by the Board of Directors. The Directors shall hold office until their successors have been elected and hold their first meeting, except as is otherwise provided.
6.06 VACANCIES. Vacancies in the board of Directors caused by death, resignation or disqualification, i.e., by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of the majority of the remaining Directors, and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
***The annual meeting was held Saturday with mail-in ballots (all according to the Texas Property Code). ONLY one current Director from Subdivision A moved forward. One current Director has been reelected. He wants to consider only the top FOUR vote getters for the Board. However, ONLY one is from Subdivision A and three from Subdivision C. I raised the question that the Bylaws specify a ratio of three (3) from Subdivision A and two (2) from Subdivision C. He states that one of the electees from Subdivision C will resign and they will APPOINT him back as a director. *********
My interpretation is that regardless of whether the Director is elected or appointed, the ratio of the subdivisions as stated in the Bylaws must be maintained.
What are your thoughts?
PitA
Posts: 1,416
Posts: 1,416
Posted:
your 'interpretation' is correct
however
it is NOT an 'interpretation' - it is simply 10th grade reading comprehension
IMO: the bylaws are, in fact, 'crystal clear'
if an appointment needs to occur in order to fill a vacancy, said appointee serves the REMAINDER of the term of the 'vacantor'
however
it is NOT an 'interpretation' - it is simply 10th grade reading comprehension
IMO: the bylaws are, in fact, 'crystal clear'
if an appointment needs to occur in order to fill a vacancy, said appointee serves the REMAINDER of the term of the 'vacantor'
BillH10 (Texas)
Posts: 1,217
Posts: 1,217
Posted:
Judy
The language which stipulates the ratios speaks to elections, not vacancy appointments. However, it appears whomever wishes to move forward using the top four vote getters is not complying with the provision of 6.05. My interpretation is the ratio stipulated must be maintained when an election takes place regardless of the number of votes received by a candidate.
Your Bylaws clearly state only 2 elected Directors from Subdivision C may serve on the Board at any one time (emphasis on the word elected). No more than 1 Director from Subdivision C may be seated following an election (in any election year) which renders the resignation and appointment strategy moot. Two of the three vote getters from Subdivision C, of the top four vote getters, must be passed over in favor of the next highest vote getters from Subdivision A or possibly one from Subdivision B as this is an odd numbered election year.
In the event of a vacancy, it would be nice to maintain the ratio but your Bylaws do not specifically state the ratio must be maintained when a director is appointed to fulfill a remaining term when a vacancy occurs.
The language which stipulates the ratios speaks to elections, not vacancy appointments. However, it appears whomever wishes to move forward using the top four vote getters is not complying with the provision of 6.05. My interpretation is the ratio stipulated must be maintained when an election takes place regardless of the number of votes received by a candidate.
Your Bylaws clearly state only 2 elected Directors from Subdivision C may serve on the Board at any one time (emphasis on the word elected). No more than 1 Director from Subdivision C may be seated following an election (in any election year) which renders the resignation and appointment strategy moot. Two of the three vote getters from Subdivision C, of the top four vote getters, must be passed over in favor of the next highest vote getters from Subdivision A or possibly one from Subdivision B as this is an odd numbered election year.
In the event of a vacancy, it would be nice to maintain the ratio but your Bylaws do not specifically state the ratio must be maintained when a director is appointed to fulfill a remaining term when a vacancy occurs.
RichardP13 (California)
Posts: 3,868
Posts: 3,868
Posted:
Directors appointed DO NOT serve out the term, but rather until the NEXT annual meeting. If annual meeting is in November and they are appointed in June, their term is up in November and the person elected will serve until the term expires.
You also have to get back to having enough Sub Division C in place.
You also have to get back to having enough Sub Division C in place.
JudyP12 (Texas)
Posts: 4
Posts: 4
Posted:
I appreciate each of you taking time to provide your comments. All are very helpful. Judy
PitA
Posts: 1,416
Posts: 1,416
Posted:
Richard is correct - I should have said 'serve out the term until the next election'
BillH10 (Texas)
Posts: 1,217
Posts: 1,217
Posted:
As should I have as well. One point--in some Associations Directors serve one year terms. In those Associations, an appointee to a vacancy is serving the balance of the term as well as until the next Annual Meeting unless for some reason the term and Annual Meeting cycles are not the same.
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