HOA meetings violate bylaw's meeting rules. So are decisions valid?

This is a little political mess. We're in Texas.

We have a small subdivision with 33 lots and about 20 owners (some have multiple lots). Currently 7 homes have been built here. Our bylaws state that the HOA president will preside over the meetings, and if he/she is not able to, the vice-president will preside.

Our last meeting was a brief one to vote on an amendment to the CCRs, and was the first meeting for the new HOA president. However, he sat there and didn't make a single peep. A power-hungry woman who was the first person to build here stood up and ran the ENTIRE meeting; she just took over. There's a general perception of the HOA president as a "puppet" president, put in place by an inner circle of owners who hold majority voting power, and this woman is their leader.

Question: since the bylaws state that the HOA president will preside over the meetings, does that mean this vote (and any other decisions made) is invalid, because the meeting wasn't conducted in accordance with the bylaws?

This "inner circle" consists of members of both the HOA board and the ACC (Architectural committee) and some of their relatives (e.g. kids-in-law) who also own lots here. They basically do whatever they please, and seem to find pleasure in making life difficult for anybody who doesn't lick their boots. For example, we have a VERY clear requirement in the deed restrictions that all houses must be at least 80% masonry (brick, stone or stucco). But they approved an all-metal "barndominium" and another house that is less than 50% masonry - because their owners are "insiders." On some occasions, board members have actually built buildings (outbuildings, metal storage buildings, etc.) WITHOUT even applying for approval, whereas anyone else (i.e. a non-board-member) would be put through the wringer before being given permission to build.

One owner loves horses, and has 10 acres. The restrictions allowed him to keep up to 6 horses. But... he has been critical of the boards, so they passed an amendment limiting him to just 2 horses, and he had to get rid of 4 of his beloved horses (they hadn't brought them to the property yet). They just did it out of pure meanness, because he has criticized the board's behavior and is on their sh*t list.

Meanwhile, another board member has raised chickens for several years, while the restrictions explicitly prohibit keeping chickens here. But she's on the board... in that inner circle, so........................

Recently a new owner was submitting his building plans for his new home, which would include a metal storage building WAY back on the lot, about 300 feet back behind some trees. They declined it twice, saying "metal buildings are not allowed," which of course is absolute bullcrap. There are metal buildings all over this place - belonging to board members. He discreetly asked an ex-board member about it, and was told, quote, "nawwww, just get your wife on the board and you can have anything you want." Which pretty well sums it up.

Any thoughts about how a minority of owners can "break through" this kind of dominance? It's my impression that in Texas, there's not a heck of a lot we can do.

Meanwhile, regarding the first question, is there any law to support the idea that decisions or votes are invalid if their respective meetings were in violation of the bylaws?

Many thanks.

The bylaws clearly state that if the president is unable to preside over the meeting due to absence or illness, the vice president will. If the vice president can't, then another board member will. In this case, the "queen of the subdivision" stood up and literally took over, while the HOA president and both other board members meekly sat right behind her.

Ron, please tell us if this was a meeting of the Board. Or a meeting of the members (Owners). The difference is spelled out in your Bylaws.

I think "preside" is a vague term. If the president was present and conscious then you could argue he presided over the meeting. It would be his prerogative to allow others to control the dialog, even though it may not be the proper way to run a meeting. So, that in itself would not make any decisions invalid.

It sounds like you do have a mess but it is a reality that the smaller the association, the easier it is for a small group to have complete control.

Look in your bylaws to see if there is a statement such as "Nothing contained herein shall preclude the ability of the board to delegate any portion of their duties as described." This is not unusual (one of the common responsibilities of a property manager is conducting the board and membership meetings, thus allowing the directors to concentrate on what is being said).

It's smart to let the most capable person perform the job at hand. As long as the person who ran the meeting didn't vote or otherwise act as a director, I don't see a problem. (And is it possible that she is an officer? Many bylaws don't require officers to be directors, and this is a smart use of other people's skills.)

A woman from the outside HOA management company we contract with (very common now with HOAs) to run a website, collect dues, etc. called the meeting to order and adjourned. The president and the 2 board members did not utter a single word.

Ron,

The "woman from outside the HOA" is the legal rep from your management company - that is how some Board choose to run the process.

No harm, no foul, so far.

You might think about saying things a bit differently, as well, in order to avoid sounding sexist - keeps everyone aligned.

"A REPRESENTATIVE from the outside HOA management company we contract with (very common now with HOAs) to run a website, collect dues, etc. called the meeting to order and adjourned. The president and the 2 board members did not utter a single word."

I have no problem referring to the "woman from outside the HOA" as such. That's hardly insensitive.

So, what’s wrong with saying what George suggested? That’s what happened a non-board member (management company representative or no) basically called the meeting to order and adjourned it, while the board, sat there and let it happen. Instead of sticking to the primary issue, you got emotional and described the woman as “power-hungry,” and yes, that CAN sexist. Would you have said the same thing if a man did what she did?

There are lots of discussions around this website about overbearing people (many of them are men) who try to bully people into doing what they want and when someone, especially a woman, calls him out on it, he starts flinging around the “B” and sometimes “C” word (you know the one). At least she got up and did something. I asked earlier, what did the rest of you do while this went on? Looks to me all of you sat there and fumed, but that doesn’t resolve anything either.

I understand you’re being frustrated with being on the losing side of your association issues, and yes, the political correctness can blow things out of proportion, but at the same time, I remember what Michael Corleone said in the Godfather Part 3 (he was speaking to Vincent) – “never get angry at your enemies, it affects your judgment.” The president needs to understand that he needs to do his job and preside because it’s not a good look to sit there and let other people who aren’t on the board take over. Maybe you need to have a sit-down with the HOA president and talk this out. If you approach it the right way (because I’m sure he’s embarrassed at what happened), he might grow a spine for the next meeting.

As for the minority of homeowners, you’ll have to pick your battles and push as hard as you can. Get together with some of them, figure out what bugs you the most about the way things are being done (selective enforcement seems to be a thing that needs to be addressed) and go on from there. The people who need pushing are the board – they still have the position and authority and need to use it consistently and fairly.

Thank you.

OK ... well, we got to the bottom of this quickly.

Good, now on to other topics!

Eight different folks responded to the substance of your first post. One of these (KerryL1) asked a clarifying question. You have not answered this question. It appears to me that the other seven responders pretty much agreed they did not think a violation of the Bylaws occurred.

Ron,

I assure you - I was not pontificating.