Texas HOA Force an annual meeting

ThomasO5 (Texas)
Posts: 38

Posted:

Our current board of directors has not called an annual meeting in 3 years, despite the bylaws requirement to have one annually. If we want to call an annual meeting, can we set a date and location ourselves, send out the required mailing 10 days in advance and hold an annual meeting with a vote to replace the current board? Can we also collect absentee ballots and present them at that annual meeting that we call?

Any guidance would be greatly appreciated. Thank you.

ThomasO5 (Texas)
Posts: 38

Posted:

Also, the current board is very determined to hold their positions. Can they prevent us from having an annual meeting that we want to call?

TimB4 (Tennessee)
Posts: 21,059

Posted:

You may follow the requirements within your governing documents for the membership to call a special meeting of the members for a specific purpose.

Typically, this is a petition to the board.

ThomasO5 (Texas)
Posts: 38

Posted:

Thank you, @TimB4. In addition to directors being able to call a special meeting, our Bylaws say a special meeting can be called "upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership."

I'm confused by that. Does it imply that there must exist a member who controls at least 1/4 of all the votes? Or does it say that at least 1/4 of the membership can collectively call a meeting?

Thanks again for your help.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By ThomasO5 on 10/30/2017 1:36 PM
Also, the current board is very determined to hold their positions. Can they prevent us from having an annual meeting that we want to call?

Not legally.

Send the board a letter of demand to hold an annual meeting. Google for "letter of demand" for more information. Worst case you have to go to court to get an injunction. But you have a good chance of collecting your attorney's fees if you do. (Though this amounts to compelling all members to pay for the attorney's fees. The latter is better than not having an annual meeting. Plus maybe the judge will come down hard on the current board and tell them to shape up, or next time, he will make them pay out of their own pockets.)

TimB4 (Tennessee)
Posts: 21,059

Posted:

It means that members can collectively get together and call a meeting providing that those members represent at least 1/4 of the voting power. So, expecting 1 vote per lot, with 100 lots you would need at least 25 (100/4) to agree. With 90 lots, you would need 23 (90/4 rounded up).

This is why I specified you need a petition.

Although the laws referenced are different, the CA site offers excellent advice about petitioning for a meeting:

Sample Petition

Petition Menu Again, a CA site so it references CA laws.

For applicable VA laws see:

VA Property Owners' Association Act applicable if you are not a condominium

VA Condominium Act applicable if you live in a condominium development.

VA Virginia Nonstock Corporation Act applicable if your Association is incorporated as a nonprofit (most are, but check to be sure).

To find out if your association is incorporated and how it is incorporated, see the VA State Corporation Commissions Business Entity Search page.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Oops, ignore that last half of my previous posting.

For some reason, I thought you were in Virginia, hence the reference and links to VA law.

The sample petition and petition info from the CA site is still good, but you need to find the appropriate TX statutes to reference in the petition.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By ThomasO5 on 10/30/2017 1:35 PM
Our current board of directors has not called an annual meeting in 3 years, despite the bylaws requirement to have one annually. If we want to call an annual meeting, can we set a date and location ourselves, send out the required mailing 10 days in advance and hold an annual meeting with a vote to replace the current board? Can we also collect absentee ballots and present them at that annual meeting that we call?

Any guidance would be greatly appreciated. Thank you.

Are you under Declarant or owner control?

ThomasO5 (Texas)
Posts: 38

Posted:

We've been under owner control for more than 10 years. Our board director acts like a dictator and intimidates everyone. A few of us are fed up and are trying to convince others to join us in forcing an annual meeting and electing a new board.

JanetB2 (Colorado)
Posts: 4,219

Posted:

You have not noted if you are single family homes or condos so here are your various laws:

Non-Profit Corporation: http://www.statutes.legis.state.tx.us/docs/BO/pdf/BO.22.pdf

Residential Property Owner's Act: http://www.statutes.legis.state.tx.us/docs/PR/pdf/PR.209.pdf

Condominium Act: http://www.statutes.legis.state.tx.us/Docs/PR/htm/PR.82.htm

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By ThomasO5 on 10/30/2017 2:06 PM
Thank you, @TimB4. In addition to directors being able to call a special meeting, our Bylaws say a special meeting can be called "upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership."

I'm confused by that. Does it imply that there must exist a member who controls at least 1/4 of all the votes? NOOr does it say that at least 1/4 of the membership can collectively call a meeting?YES

Thanks again for your help.

ThomasO5 (Texas)
Posts: 38

Posted:

@JanetB2, our HOA is all single-family homes. Thanks for the links!

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By ThomasO5 on 10/31/2017 6:10 AM
@JanetB2, our HOA is all single-family homes. Thanks for the links!

TX has become better over the last 10 years with regards to the updates to their State Statutes and better at protecting owners and their mortgage lenders. You need to become familiar with them and your own governing documents.

ThomasO5 (Texas)
Posts: 38

Posted:

Indeed. Legislation created in 2015 is especially effective. Chapter 209 of the Texas Residential Property Owners Protection Act is especially helpful.

KerryL1 (California)
Posts: 14,550

Posted:

Along with an exactly correctly done petition, I like Augie's advice to keep the pressure on the current Board to adhere to your bylaws to have elections annually. The Board might be interested in knowing, for instance, that they'd get no protection via the Business Judgement Rule in a lawsuit if they knowingly break the law.

What size is your HOA, Thomas? what size is the Board? Do you have a property manager who might urge the board to comply with your governing documents and TX statues?

ThomasO5 (Texas)
Posts: 38

Posted:

Quote:

Posted By KerryL1 on 11/04/2017 1:33 PM
What size is your HOA, Thomas? what size is the Board? Do you have a property manager who might urge the board to comply with your governing documents and TX statues?

218 homeowners -- all single family homes, 5 board positions, and an uncooperative property manager who only responds to questions from the board.

Looks like we're going to pursue the special meeting to call a vote. That seems to be the only recourse. After 15 years under the the thumb of a tyrant, we're exhausted and ready to move forward with a special meeting for force a turnover. Thanks to everyone for your comments. I appreciate that.

NigelB (Texas)
Posts: 254

Posted:

Quote:

Posted By ThomasO5 on 11/04/2017 3:42 PM

Posted By KerryL1 on 11/04/2017 1:33 PM
What size is your HOA, Thomas? what size is the Board? Do you have a property manager who might urge the board to comply with your governing documents and TX statues?

218 homeowners -- all single family homes, 5 board positions, and an uncooperative property manager who only responds to questions from the board.

Looks like we're going to pursue the special meeting to call a vote. That seems to be the only recourse. After 15 years under the the thumb of a tyrant, we're exhausted and ready to move forward with a special meeting for force a turnover. Thanks to everyone for your comments. I appreciate that.

How many votes does the declarant control? While you have 218 homeowners, if there are still developer lots in the subdivision it might very well be that the developer still has the majority vote. While individual lot owners have 1 vote per lot, the developer usually gives themselves more votes per lot. In the case of our subdivision it was 3 votes per lot for the developer. Your CC&R's should specify under what conditions the control of the HOA reverts to the Class A membership. Also, the Bylaws should specify when an annual meeting shall be called by the board, and also should specify under what circumstances a special meeting may be called by the membership (in our Bylaws it required 1/4 of the eligible votes of the Class A membership).

You might not be able to force anything unless, the conditions for turn over as specified in the CC&R's has been met.

ThomasO5 (Texas)
Posts: 38

Posted:

Quote:

Posted By NigelB on 11/05/2017 9:54 AM

Posted By ThomasO5 on 11/04/2017 3:42 PM

Posted By KerryL1 on 11/04/2017 1:33 PM
What size is your HOA, Thomas? what size is the Board? Do you have a property manager who might urge the board to comply with your governing documents and TX statues?

218 homeowners -- all single family homes, 5 board positions, and an uncooperative property manager who only responds to questions from the board.

Looks like we're going to pursue the special meeting to call a vote. That seems to be the only recourse. After 15 years under the the thumb of a tyrant, we're exhausted and ready to move forward with a special meeting for force a turnover. Thanks to everyone for your comments. I appreciate that.

How many votes does the declarant control? While you have 218 homeowners, if there are still developer lots in the subdivision it might very well be that the developer still has the majority vote. While individual lot owners have 1 vote per lot, the developer usually gives themselves more votes per lot. In the case of our subdivision it was 3 votes per lot for the developer. Your CC&R's should specify under what conditions the control of the HOA reverts to the Class A membership. Also, the Bylaws should specify when an annual meeting shall be called by the board, and also should specify under what circumstances a special meeting may be called by the membership (in our Bylaws it required 1/4 of the eligible votes of the Class A membership).

You might not be able to force anything unless, the conditions for turn over as specified in the CC&R's has been met.

As noted in my previous comment, we're entirely under homeowner control. There is no longer a declarant.