Changing CCR: 50% of Members vs. 50% of the vote

Backstory: Our developer has a HUGE voting majority in our HOA member votes and elections until 2020, and can do basically whatever he wants-- except change the covenants... I think. Development has not gone at the speed he originally planned, and the homeowners are beginning to take control of the HOA board, the architectural control committee, etc. The developer is a shady fellow, and tried to do some things homeowners didn't approve of and violate the CCR, got put in his place, and now says he's leaving the HOA and taking the rest of the development with him so he can essentially railroad things and make his own rules again.

However, our CCR's state the following:

Section 7. Amendment. The terms and provisions of this Declaration may be amended at any time by a fifty-one percent (51%) majority of the members voting at an annual or special meeting of the Members; provided that before any amendment may be voted upon at any such meeting, there must be a quorum of fifty-one percent (51%), being the presence (in person or by proxy) of 51% of all Members entitled to cast a vote. Upon the approval of any amendment hereunder, in order to be effective, such amendment must be placed on record in the Real Property Records of Liberty, County, Texas.

Section 16. "Member" shall refer to every person or entity which is an owner.

My interpretation is that the builder CANNOT change the covenants and/or de-annex the remaining portion of the development without actual participation of 50% of the owners. So theoretically, as long as he doesn't have 50% to participate in his vote, we can prevent him from leaving the HOA. He is contending that he alone represents the required 50% because he has 50% of the vote.

Am I correct?

Expecting 1 vote per lot, 100 lots.

Quorum = 51

Expecting 1 vote per lot, 100 lots, 60 show up at the meeting and vote:

measure to pass = 31 (rounded up)

However, when a declarant is in control they typically have certain rights outlined within the governing documents (Covenants, Bylaws, Articles of Incorporation). They often have more then 1 vote for each lot that they own. I've seen documents that give the declarant enough votes per lot to still control the majority of votes owning only one lot. Additionally, some declarant rights allow the declarant to control changes to the covenants either by giving them direct power without a vote or by having final approval control.

That said, I see your point.
The term members vs votes.
An argument can be made that "members present (person or proxy)" does not equate to the number of lots owned by each member.

This is something you will likely need to ask a court to rule on if you really want to have clarification.

Our lawyer drafted an additional ballot form to sign when we changed our CC&R's, By-laws, and Article of Incorporation. It was in regards to that special meeting requirement to cast the vote. The "ballot" form gave up one's right to attend a special meeting to cast their vote. Basically, by signing that form we no longer had to be tied down by a special meeting. It allowed us to collect votes door to door or at meetings. We then had them sign the actual vote for making the changes. (It was 5 changes and we shortcutted it by just listing them on a separate form. No one had to read every page of the rules).

You may find that helpful when you want to gather votes. Giving up your "right" to cast vote at a special/annual meeting can free up the process or allow people to take their time in making a decision. It took us 2 years to get the required vote. So be aware it's a time consuming process and not that cheap. Cost us 3K in legal/filing costs.

That is not the total costs but the lions share. It was high for us considering we did not have that much in our tight buget without having a special assessment. That did not include copy expenses. That was just filing cost and legal fees.