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LaskaS (Texas)
Posts: 1,025
Posted:
Hi,

I have done a bit of research regarding this question.

can a condominium association make motions and and decisions of the association outside of an emergency?

I know of only 4 states that have specific statutes that address this.

If there is nothing in our bylaws or the condominium law that governs our association. What does a board member say when other board members are attempting to conduct business, make mostions, changes previous board decisions through email.

I have sent the notification that augustine helped me with regarding the legal requirement to provide docuements of the hoa and fill the vacant seats.. I was provided access to the documents. However, at the last meeting, even though I properly added it to the agenda.. the president did not add it to his agenda. Only at the end of the meeting, did I bring up filling the vacant seats. there are 4 vacant seats. The president the board should first require resumes and then review.. this is a total bs stall tactic. At the meeting, one seat was filled, but that was only because it was the wife of an existing board member and noone objected. However, when i submitted the other owners who have volunteered for the other vacant seats I was shut down. The man that owns the management company that provided our accounting( he also provided managment to other communities but not ours) He basically said the board doesn't have to fill the seats until it wants to.
I knew this was b.s

A day later, the president resigned as did another board member.
the presidents supporters on the board are blaming me and attempting to try and twist reality. I responded that if board members are going to resign also because of another board members resination, then that board member didn't understand board duty anyway. good riddance.

so now. we have no president and no vp, and no secretary. and the assistant secretary won't respond to my written request to call a special board meeting to fill the seats. our bylaws clearly state that upon written request by a board member, the secretary is responsible for calling the meeting. I then sent notice of the meeting to the remaining board. and the board member who is trying to roadblock anything i attempt to do is saying i don't have authority to call the meeting.

I apologize in advance.. I realize this is continuing drama.. There has been progess. the president has resigned. and I have resident owners who are willing and able to fill the vacant seats. The rest of the board was told by the Management company owner(not our manager) that the board does not have to fill the seats on any timeline. Help.
KerryL1 (California)
Posts: 14,550
Posted:
Based on what you cite previously (no, I'm not going to look for it) you must call a meeting via one of the officers, including the asst. sec'y. So, right, you don't have authority to call a board meeting to fill vacancies or for any other reason. What, what does TX copy does say on this point? Perhaps it supersedes your bylaws?

How many directors do you now have and how many are you supposed to have per your Bylaws?

You have asked previously if the Board must fill vacancies. What answer did you receive here? (I'm not going to look it up.)

Did the prez & other board member resign in writing? What is the effective date?

When is your next annual meeting & election?

IMO, it's best to put out a call for volunteers to serve on the Board giving XX days notice to reply. But the board needs to agree to this.

Meanwhile, your board should elect officers at t next open meeting.

The Board taking action without a meeting, i.e., via email. Maybe you've also asked about this previously? I seem to vaguely recall that this may be done in TX, but I don't recall if it requires unanimous consent. (We do require unanimous consent in our HOA and in CA it can only occur in emergencies). Your knowledgeable TX posters will know IF they wade through your post.

It really would help to clearly separate your topics/questions and delete some uneeded details.

LaskaS (Texas)
Posts: 1,025
Posted:
thank you very much..

the answer was an affirmative,, our bylaws state the board SHALL fill the vacant seats.. so it's not an option..

Augustine had reviewed the relevant excerpts from the bylaws i provided and concurred .

our bylaws call for 9 positions.

there are currently only 5.

yes the president resigned in writing as did another board member. effective that day.

I have been requesting for the last 3 months for the board to either hold the annual election,(delayed because of covid) ,, or to fill the vacant seats with owners that have volunteered.
I was basically ignored.

regarding decisions of the board. yes i have asked before. I asked about taking a vote through email.. that is allowed IF there is unanimous consent.

I'm not talking about just taking a vote on issues that just require yes or no.. i'm talking about board members through email making motions and attempting to change the way the board currently operates.
LaskaS (Texas)
Posts: 1,025
Posted:
kerry,

I forgot to answer this question of yours.

our bylaws call for an officer to call the special meeting of the board upon written request by a board member. I submitted the written request to the secretary, he said he is no longer secretary.
I just sent the written request for a special meeting of the board to fill the vacant board seats to the assistant secretary.
I didn't know there was an assistant secretary on our board. Now I do.
Hopefully she will call the special meeting as required by our bylaws upon written request of a board member.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Sigh.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By GeorgeS21 on 08/25/2020 6:05 PM
Sigh.

She is at it again.
LaskaS (Texas)
Posts: 1,025
Posted:
georges21 and johnc46. why the peanut gallery comments.

I know what is going on is ridiculous. Most people would have given up and resigned. Very few people would take the time to write out and explain in detail the specifics of what is going on.

I have written detailed specifics because If someone takes the time to answer, I wanted to make sure they had the correct information to answer the questions.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Laska

I am not saying your BOD does not have problems but you are confronting them every time they sneeze. As much as you would like to be their conscious you most certainly have become their PIA.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Laska,

If you present to the Board as you present here, and I was a member of your board, I would resign.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By LaskaS on 08/25/2020 3:34 PM
Hi,

I have done a bit of research regarding this question.

can a condominium association make motions and and decisions of the association outside of an emergency?

I know of only 4 states that have specific statutes that address this.

If there is nothing in our bylaws or the condominium law that governs our association. What does a board member say when other board members are attempting to conduct business, make motions, changes previous board decisions through email.


Are your Bylaws silent on the subject of taking actions (like motions) without a meeting? If so, then the Texas Nonprofit Corporation Act addresses "actions without a meeting" as follows:

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.
===

If this is not being done, the motions or any other actions taken are not valid.

You as a director can ask that this problem be discussed at the next meeting, cc'ing the HOA attorney. If this gets no cooperation, then in my opinion you would need an attorney to fight this.

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