unanimous written consent

hello,

I have googled the definition of unanimous written consent,,and i've gotten slight variations in the definition.

for the purposes of HOA voting through email,, rather than a meeting..

does unanimous written consent, mean that every board member must respond to the email and also every board member must approve of the issue at hand??

or does it just mean that every board member must respond to the email and vote and then whatever a majority votes, that is the decision??

thank you

ditto

Hi All,

I just want to clarify that a HOA board can take a vote by regular majority through an electronic medium, such as email.
If anyone has any evidence to the contrary, please post it here.

To support this I refer to: https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm

BUSINESS ORGANIZATIONS CODE
TITLE 2. CORPORATIONS
CHAPTER 22. NONPROFIT CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS

Sec. 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE. (a) The certificate of formation or bylaws of a corporation may provide that an action required by this chapter to be taken at a meeting of the corporation's directors or an action that may be taken at a meeting of the directors or a committee may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting. The consent must state the date of each director's or committee member's signature.

(b) Prompt notice of the taking of an action by directors or a committee without a meeting by less than unanimous written consent shall be given to each director or committee member who did not consent in writing to the action.

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

Amended by:

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 90, eff. September 1, 2007.

Here is Sec 82.108 from the Texas Property Code : https://statutes.capitol.texas.gov/Docs/SDocs/PROPERTYCODE.pdf

If there is a potential conflict between Texas Property Code (1998) vs Texas Business Organizations Code (2007), which one trumps?

According to Sec 82.108(c) of the Texas Property Code below, a meeting of the board may be held by any method of communication, including electronic or telephonic. This would seem to indicate that electronic communication means such as e-email and text message are included. The idea is that using email reply-all and also live text messaing each director may thus be heard and hear every other director.

If anyone has any evidence which shows otherwise, please post it here.

PROPERTY CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 1. GENERAL PROVISIONS

Sec. 82.108. MEETINGS.
(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
PROPERTY CODE
Statute text rendered on: 6/21/2018 - 513 -
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.

y'all are confusing:

board meeting held electronically

with

action without a meeting

? petition the appropriate court for 'receivership' ?

? recall the bums as per your corporate bylaws ?

! MOVE ?

? any other options ?

Thank you all for clarity. Assuming that in the case of conflict of laws, the Texas Property Code trumps the Texas Business Orgnazations Code with respect to issues relating to HOs, then appears that, unless otherwise stated in an hOA’s by laws, all regular voting decisions by majority vote must occur within a verbal meeting (physical voice, telephone or video conference). Voting in writing (text, email) must be a unanimous yes (the test is unanimous consent, not abstain or no)

Here is Sec 82.108 from the Texas Property Code : https://statutes.capitol.texas.gov/Docs/SDocs/PROPERTYCODE.pdf

If anyone has any evidence which shows otherwise, please post it here.

PROPERTY CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 1. GENERAL PROVISIONS

Sec. 82.108. MEETINGS.
(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
PROPERTY CODE
Statute text rendered on: 6/21/2018 - 513 -
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.

timb4, thanks so much for the clear concise explanation and example...!!