can i get an opinion on the validity of this

What you attached is for Board of Director meetings, not Member meeting. Different rules.

i'm a member of the board.. yes.

filling empty seats on the board is the responsibility of the remaining board by majority vote. The fact that the election was never completed at the annual meeting, and no action has been taken in the 6 months since then. including the 2 owners who ran for the board but then just disappeared and didn't ask for any update...

the empty seats may now be filled by a majority vote of the board at a meeting of the board called for that reason.

Our HOA it was never defined about how to re-fill open seats. Some HOA's will say the board can appoint a member to be one. Ours just referenced yearly elections. My last year we lost 5 board members and were down to just me and the Vice-President. Got alot of grief over the fact didn't fill the open spots. However, there was nothing spelling out I had the ability to do so.

The HOA still had to run. We had a 2 signature system, so me and the Vice could sign the checks to keep the HOA operational. We just didn't make many decisions. Had to wait till the next round of elections.

It appears you want to call a special meeting of the board and being that you're neither the president, secretary or assistant secretary, you don't have the power to do so. You can request, but the powers to be can't deny that request. That's the way the corporate world works.

Wow, while I don't disagree with your reasoning, you came on a tad bit strong here didn't you? By any chance did someone piss in your cornflakes this morning?

I am taking LaskaS's last statement above to be consistent with what is in the condo's Bylaws or Declaration.

This second attempt at a meeting of the members lacked proper notice. This means the meeting was not lawful.

The way it was handled in the past does not matter. The Board follows the governing documents and conducts itself lawfully, or it does not.

It appears to me that the condo association should attempt one more meeting of the members, giving proper notice, and see if new directors may be elected by a vote of members at this properly noticed meeting. On the other hand, if I recall correctly, the annual meeting of the membership is normally held around February. If just too much time has gone by at this point, or the board just cannot get its act together, then read on for my suggestions.

I am betting the Bylaws say that, when a director resigns, the board (not the President by himself/herself) may appoint a replacement by vote of a board majority. The Bylaws may even mandate this, using "shall" instead of "may." LaskaS, by any chance do the Bylaws say "shall"? If the Bylaws say "shall," your claim has more strength.

Any competent condo attorney would agree with LaskaS that having all seats filled is important to protect the board from liability yada.

From the pdf Bylaws excerpt you linked, I agree with the essence of this.

You asked for a Special Meeting of the board. The Bylaw says the President or Secretary or Assistant Secretary shall call for this meeting subsequently.

If a quorum is lacked, this would be correct. Period, end of discussion, and contrary to what I believe you think “adjourned meeting” means. Read on for my elaboration.

For your condo and by my reading of Texas statutes, quorum appears to be five directors.

I believe a director is supposed to instantly make a motion to adjourn on account of no quorum being reached, and the meeting adjourns /// until such time as a quorum is achieved ///.

Not so. The relevant excerpt from your Bylaws states (slightly edited to protect privacy): "If, at any meeting of the Board [of Directors], there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice."

“Adjourned meeting” does not mean what I suspect the average person thinks it means. The phrase is used a lot in corporate bylaws nationwide and in England. The phrase comes from parliamentary rules. From https://en.wikipedia.org/wiki/Adjournment#Adjourned_meeting :

==== Start Wiki Definition of “Adjourned Meeting” ===
An adjourned meeting is a term used in parliamentary procedure to mean a meeting that is continued from the previous meeting.[9] The motion to fix the time to which to adjourn sets up an adjourned meeting, which is part of the same session (series of related meetings).

Despite the name, an adjourned meeting is not related to the act of adjourning (i.e. "an adjourned meeting" does not mean "a meeting that has been adjourned"). To reduce this confusion, an adjourned meeting is sometimes called a "continued meeting".[10]

An adjourned meeting is set up to complete the business of the assembly. After an adjourned meeting is scheduled, an item of business could be postponed to that meeting.[11]

The adjourned meeting must be scheduled before the next regular meeting of the assembly.[7]
=== End Definition ===

In short, the latter says an “adjourned meeting” means “continued meeting.” For example, an agenda item may come up that requires the board to meet with the attorney in executive session. The board could adjourn for half an hour to do so, then resume the meeting. Or suppose a director gets a call from home, resulting in the director having to leave for half an hour, and quorum is lost. The meeting could adjourn for half an hour and then, once quorum is restored, it could resume.

For some corporations, city councils, parliaments, corporate boards et cetera, the resumed meeting is called an “adjourned meeting.” Perhaps it’s from Olde England or something. Until one gets used to this phrase, I think the phrase is way confusing.

What your Bylaws means is that a Board meeting may be adjourned until such time as a quorum is reached. Once quorum is reached, the business on the agenda may be transacted (attended to).

From the rest of your post, and by your (incorrect) reading of the Bylaw, I gather you want to try to appoint directors all by yourself. You cannot do so.

To appoint new directors requires a vote by a board majority. Under Texas law, I think all you can do is either (1) ask for another Special Meeting of the Board; or (2) if your condo’s bylaws allow it, maybe petition for a Meeting of the Members; or (3) hire an attorney.



Would you please start another thread on this? Maybe title it something like “Texas Condo Records Request.”

From LaskaS's prior posts, the above pertains to a Texas condominium subject to Texas Property Code Ch. 81 (the Texas Condo Act for pre-1994 condos); several specific but important sections of Ch. 82; and the Texas Nonprofit Corporation Act Ch. In 2017 the condo was hit hard by Hurricane Harvey. If I recall correctly litigation is ongoing. The lawsuit pertains to restoration following the effects of the hurricane. Lower level units continue to be restored, due to flooding? I think the board and many individual owners are under a lot of pressure. Covid also is taking its toll.

I edited LaskaS's statements above a bit so I can keep things straight.

Was your HOA a nonprofit corporation? If so, then Alabama statutes most certainly do define how to re-fill seats. From Alabama Code § 10A-3-2.10:

Board of directors; vacancies.
(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the governing documents of the nonprofit corporation provide that a vacancy or directorship so created shall be filled in some other manner, in which case the provision shall control.

(b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.

(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

augustine, can you look at the section 12 of the attachment of our bylaws.

it clearly says that if a quorum is not met, then those present can adjourn the meeting and at that adjourned meeting the board members that show up constitute a quorum..

our bylaws say Vacancies SHALL be filled.. please see attached for exact wording.

augustine,

I just reread you explanation of adjourned meetings.

Your explanation that a quorum must be achieved at the adjourned meeting in order for actions to be taken.

i'm confused, because I know that at the annual election, if a quorum is not met, the vote is adjourned until the next meeting at which those present constitute a quorum. .. are you saying that wouldn't apply to ?? if not why not??

Please use "continued meeting" in place of the phrase "adjourned meeting." Why? Because it turns out that this is what "adjourned meeting" means. I know it sounds weird. But as a matter of fact, the phrasing in your Bylaws is repeated in many corporation's bylaws and even in some governmental entities' bylaws. Read the Wikipedia definition I posted a few times.

To comment on quorum at meetings of the membership, I would need to see the exact wording of the relevant Bylaw. I can say that, when there is not a quorum at a membership meeting, often the Bylaws state that another meeting should be held, but with a new, reduced quorum number.

For corporate Boards of Directors, City Councils, and the like, the requirement is typically different (from membership meeting quorums). For corporate Boards of Directors, City Councils and the like, the quorum number typically does not change. Why the difference? Because what the membership as a whole can do is very different from the much greater powers that Boards and City Councils have. A quorum is supposed to represent the voice of the body for which the quorum number is set. It makes sense to me that a governing body with a lot of power should not, say, let just two of five people make decisions.

The full phrase is “adjourn the meeting to another time”

And, are others WILLING to become "managers" (directors?)?

Augustine, I haven't been working with an attorney. I've been researching the issues myself. The current Hoa attorney will not reply to my questions as a board member regarding legal issues . He says he isn't responsible for the board acting lawfully. He says he's only responsible for answering questions if they are submitted through the two board members who are authorized to contact him.

Augustine, excellent explanation regarding the quorum requirements and differences in quorum requirements as applied to owners vs board members.. that helps a lot . That's exactly what i was looking for in my initial question.. You gave me the reason withe explanation why my idea wouldn't work.. thank you very much.

ok.

so if the board is not following the legal obligations as outlined in the declaration and bylaws. I can seek remedy for those issues.

1. failed to appoint owners to fill vacant seats.
2. failed to collect funds spent on an owners behalf using hoa funds that were the responsiblity of the owner.
3. Failed to provide access to the records and receipts of the hoa operatings. specifically, the day to day work orders, maintenance repairs, proposals/bids/contracts. receipts showing proper bookkeeping for charging back owners for work done on their behalf that is clearly the owners responsibility as outlined in our declaration.
4. Failure to remove an invalid fine assessed to an owner. The legal notification requirements were not followed. The owner( went before the board and presented the factual info) the board president refused to notify the accounting company to remove the invalid fine.
5. Failure to act in good faith when refusing to remove late fees from an owners account that were improperly assessed because of a mistake of the property manager.

well, i'm not moving. I paid off my loan in full about 5 months ago and my business warehouse is a mile from here. There is nowhere in this zip code/neighborhood that I could find as much space for what I could sell for. location location location.

Plus. i'm 48. and I didn't put up with this much crap for the last two years to give up. I am not asking for anything unreasonable. I'm asking for the bylaws to be followed, I'm asking for the board to stop allowing a single board member to dictate what goes on. I'm asking for hoa funds that were used to repair the presidents unit be properly charged back to his account as every single other owner would be similarly charged back for the same work. I want the board to operate in good faith, not basically getting away with whatever they can because no one is going to stop them.

actually 4 &5 do relate to me.

the president previously the property manager fine me for having a recyling box outside my front door.(the people next door complained)(the people who complained are renters of,,drumroll,,,,, the presidents unit) The president was just being a bully.

the late fees do apply to me. a year or so ago I purchased a new a/c through the hoa(this is one of the clearly outlined purchases that the hoa agrees to purchase and bill the owner back)(the association also sets up a 6 month repayment plan).

I paid most of the cost all upfront. The property manager agreed i would pay the remaining in payments. The property manager never notified the accounting company of the repayment schedule.
I paid off the a/c in the allotted time. However, on the end of the year statement, The accounting company had been adding a late fee every month to my account. It's a clear clerical error. yet the accounting company says only the board can wave late fees. I argued that these were not proper late fees. they were ernoneously added because the property manager failed to notify the accounting company to add this to my account.

Augustine, I have always gone out of my way to make sure I don't ask for any special treatment and that I follow the same rules every other owner is required to. Despite this, i was fined without due process. Late fees were added to my account that are clearly incorrect. The president refuses to remove them. I appealed to the board with the receipts and paperwork. They literally told me that they will do whatever jay(the president) says to do..

I’m gonna stick with my recommendation to move.

Or, hire a lawyer and fight it all out.

augustine,, you are awesome,, i will get you the information you asked for tomorrow..i'm heading to bed

-- The purpose of sending a demand letter (and likely one more after this) is:

(1) what LaskaS stated above.

(2) to let the Association know of your seriousness, such that it hopefully consults its attorney before it says "no" to your requests once more.

(3) to show the judge you did everything you could to avoid court. The courts are backed up. The cost to taxpayers (to pay for court resources) is high. Judges tend to loathe condo/hoa lawsuits, since they often involve either an incompetent board or an ignorant member who did not know their legal obligations, and possibly one or more attorneys who are not doing their duty to keep disputes out of court.

-- I hear you that you are, for now, determined to continue to be an owner at this condominium and on the board as well. But for the archives: Many people realize that fighting an incompetent board is costly financially and emotionally. I think you are aware this may involve years of throwing either money at an attorney, or laboring for hours and hours on one's own time, and waiting for some kind of justice. Meanwhile the HOA/condo attorney does his/her duty and advocates zealously for her or his client (the board, for the most part). This is often even when the HOA attorney in private does not like what her or his client has done. I believe GeorgeS21's suggestion to move is one that does make a lot of sense for many folks.

-- Would you please consider responding to JohnC46's post above? He is a regular here whose contributions I often find of interest.

TO REPEAT

Laska

Just to keep the numbers straight:

1: Your BOD is 9 Members. Yes or No
2: The present BOD is 5 Members. Yes or No
3: If 5 Members then a Quorum would be 3 Members. Yes or No
4: Would 2 other BOD Members join you in holding a Meeting? Yes or No.

If 1 to 3 are as I said, it boils down to #4 and I expect the answer will be No thus you cannot make it happen no matter how much you want it to.

I am the cause of the negativity right above. Here are the answers as I understand them.

1. Nine seats are available on the Board.

2. Laska's first post says six of the seats are filled, and three seats are vacant.

3. Quorum appears to be a majority of the directors in office. At present, this would be four.

4. Could LaskaS get three of the current directors to join her so as to obtain a quorum? At present, it appears not.

On the other hand --

-- I do not think much of a board withholding records to which owners are legally, statutorily entitled, particularly given it has an attorney's opinion to permit members to inspect records.

-- I do not think much of a board that ignored the outcome of the annual meeting (second attempt) held by zoom to elect directors. Quorum was met. Candidates were listed. New directors should have been recognized as elected.

-- Especially under these circumstances, I do not think much of a board that ignores a bylaw and statute requiring that all board seats be filled. I think this board's actions are reckless and stupid.

-- This condo's HOA attorney does not appear to be stupid. For the well-being of the corporation, and as long as LaskaS can stand the strife it brings, I continue to encourage LaskaS to pursue these two particular, egregious violations, all the way to court if LaskaS so desires.

A sequence of letters of demand are a de facto requirement prior to filing suit.