Texas situation: 3 of 5 board members of a POA step-down with less than 2 weeks notice - what happens?

Roger, not being familiar with TX laws or your By Laws, I would guess that calling a special meeting to elect directors to fill the sudden vacancies would be in order. Seems it would be the cleanest option.

Roger, the remaining two members are a Board and are empowered to appoint replacements. Don't get tangled up in the less than 3/more than 5 verbiage.

Besides, they are a quorum.

Is there a mismatch between Officer and Director in the quoted bylaws?

Sorry ... 7.06 looks to apply to Board appointing Officers, not additional directors?

I think the following from the Texas Nonprofit Corporations Act is relevant:

Sec. 22.212. VACANCY. (a) Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall be filled by the affirmative vote of the majority of the remaining directors, regardless of whether that majority is less than a quorum. A director elected to fill a vacancy is elected for the unexpired term of the member's predecessor in office.
See https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm

Thanks for everyone's help.

So it seems like two directors are still a Board but cannot conduct Association affairs except to appoint a third director and then the Board of three directors can conduct other Association affairs.

Is that correct?

Whoops ... just reread original post ... must be members!

Keep it simple.

Follow required process of notice, meet, appoint new directors and keep serving your community.

Time is of the essence as every minute you wait increases concern and suspicion.

The Texas Open Meeting Act applies only to "governmental bodies," as defined in Texas statute 551.001(3). I do not think Texas HOAs fit the definition. See https://statutes.capitol.texas.gov/Docs/GV/htm/GV.551.htm

Quorum is defined in the aforementioned Texas Nonprofit Corporations statute. In your HOA's case, three directors is a quorum.

Part of 209:
See # 15

The board may not, unless done in an open meeting for which prior notice was given to owners under Subsection (e), consider or vote on:
(1) fines;
(2) damage assessments;
(3) initiation of foreclosure actions;
(4) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety;
(5) increases in assessments;
(6) levying of special assessments;
(7) appeals from a denial of architectural control approval;
(8) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue;
(9) lending or borrowing money;
(10) the adoption or amendment of a dedicatory instrument;
(11) the approval of an annual budget or the approval of an amendment of an annual budget that increases the budget by more than 10 percent;
(12) the sale or purchase of real property;
(13) the filling of a vacancy on the board;
(14) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements; or
(15) the election of an officer.

Do this and search vacancy. Your answer and more will be there.

A board member may be appointed by the board to fill a vacancy on the board.

A board member appointed to fill a vacant position shall serve for the
remainder of the unexpired term of the position.

This is how I read it. I also say once the BOD vacancy(s) are filled, there must a BOD Officers Election by the BOD and the BOD only.

Thanks. That seems the logical conclusion: two could not conduct Association affairs other than to appoint a third, which after that appointment, the three could then conduct business of the Association.