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Would it be legal in Texas for a POA to pass changes to CCR with less than a quorum vote?

Started by RogerJ1 • 10 replies • 767 views

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RogerJ1 (Texas)
Posts: 550
Posted:
A Texas POA is presenting changes to its CCR and Bylaws, with only one affirmative/acceptance vote for both changed documents - you cannot vote no; a member would only have two actions to take (1) vote for acceptance or (2) just not vote.

The Board has not stated what parameter, e.g. a majority of the quorum or a certain number of yes votes etc., will be set to decide if it passes. People close to the Board indicate they heard it is going to pass as long as there is a least one vote of acceptance since even 1 acceptance-yes vote would be more than no votes since there can be no no votes.

Note: The Bylaws and CCR changes are grouped together in one acceptance vote - they are not broken out into different votes. I think in Texas the Bylaws can be changed without a membership vote, but CCR cannot. Since the CCR changes are part of the single vote, I would assume The Board would need a majority of a quorum to pass it.

If the total acceptance-yes votes fail to reach a majority of a quorum, would it be legal for the Board to accept the changes to the CCR? What if it is some absurd number like 5 yes-acceptance and 0- no since there can be no no votes, out of a 29+ quorum votes - is that legal to do?
GeorgeS21 (Florida)
Posts: 3,808
Posted:
What kind of HOA?

How many properties?
RogerJ1 (Texas)
Posts: 550
Posted:
Quote:
Posted By GeorgeS21 on 01/17/2021 6:45 PM
What kind of HOA?

How many properties?

Property Owner's Association. Single family homes on lots own be the invidiual. ~50 lots with ~40 homes.
RogerJ1 (Texas)
Posts: 550
Posted:
The current restrictions read:

"AMENDMENT OR TERMINATION

These covenants and restrictions may be terminated or amended by the execution and recordation in the real property records of XXXXX, Texas, of a written instrument executed by the Tract Owners of a Majority of the Tracts within the Subdivision."
RogerJ1 (Texas)
Posts: 550
Posted:
After reading the current restrictions on amendment and termination, it makes sense that there is no no votes, as you can only vote to accept amendments - voting no would make no sense. I suspect the Board will follow the current restrictions and only file an amendment if a majority accept the amendment but do not know as stated in my original post.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Roger,

Is this your HOA or hypothetical question?
SheliaH (Indiana)
Posts: 6,964
Posted:
To backhand check your documents to see what percentage is required to approve changes to the CCRs. For exampke, if 75% is required, you that number of yes votes for the amendment to pass. Not voting is just that, so if you don't get the required number, it doesn't pass, so as others have said, you could consider not voting the same as a no vote.

It seems like you would prefer to vote for each amendment separately, so you may want to ask the board why that option wasn't offered as opposed to all or nothing. Oh the other hand the two may be so dependent on the other, it makes sense to vote on both of them in one fell swoop.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
BillH10 (Texas)
Posts: 1,217
Posted:
Roger

Most HOA association documents I have seen in Texas have different thresholds for amendments. I stress HOA and not POA as legislative changes to Chapter 209 of the Property Code do not always impact condominium associations which fall under Chapters 81 and 82 of the property code.

HOA Bylaws typically require approval of 50% + 1 to approve an amendment. The 50% + 1 specified can vary from total number of members, to members in attendance as a meeting called to amend the Bylaws, to 50% + 1 of the quorum required for a such a meeting to amend.

The Declaration almost always has a much higher threshold: it is sometimes (rarely) 50% of the members +1 but more often it is 67% of the members (in person or by proxy). The threshold required to approve an amendment found in association declarations with a higher threshold than 67% was scaled back to 67% by legislative action in the 2011 session.

Many HOA and Condominium Association Bylaws and Declarations state on the title page the Chapter of the Property Code which governs the association. I noticed your questions regarding Chapter 211, I believe on the basis of the numbers you quoted for various population sizes, your association is well in excess of the population of any of the entities described in Chapter 211, hence your association falls under Chapter 209.

Look at the title pages of your Bylaws and Declaration, you may find explicit language regarding the property code Chapter.
RogerJ1 (Texas)
Posts: 550
Posted:
Bill,

Thanks. I found in it in the CCR, see above. It is only a majority threshold.
SheliaH (Indiana)
Posts: 6,964
Posted:
It still seems strange the documents don't specify a number or percentage - I would think something like 51% as Bill noted would be listed at least. Then again all sorts of weird stuff is written when developers run things it matters not how the documents will work in the future and they don't care once the community is turned over to the homt.

It looks like your best bet bet would be to (1) push for the board to delay the vote and send out the amendment with a specific number needed for them to pass (if you can't persuade them to allow homeowners to vote separately for each amendment) or (2) encourage all your neighbors to vote. If enough people actually vote yes, there should be a clear indication the amendments have passed if everyone states they won't cast a vote at all, that can't be consider approval, and so the amendments will fail.You

I really don't think the amendments can pass with a single yes vote and everyone else don't vote - if the board tried to push that, I would consider legal action.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

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