No annual meeting and election arranged by the HOA for more than 2 years

The President (Mrs. Patricia) of our HOA Board (3 members) in Texas is maintaining our community in such a bad way that several homeowners already sold their houses. She is maintaining her President position for more than 12 years. The other 2 Board Members and the Manager (Mrs. Erica; appointed by the management company) support all her decisions. The annual HOA fee is higher than other communities nearby, and the President increased the fee several times and wants to increase it every year. We don’t understand where does our money go. The HOA fee should be more than sufficient to maintain the community; however, they did not do maintenance work properly for many years resulting the fence and other things look ugly and broken. We do not trust the Balance Sheet we receive before the annual meeting and the Manager does not explain it clearly although we requested her several times. The majority of the homeowners are trying to remove the President for the last 4 years but have not been successful yet. They are not arranging the annual meeting for more than 2 years, so the terms of the 3 Board positions expired. I would like your opinions how to handle this situation.
Texas law requires property owners' associations to hold annual meetings of their members. If the board fails to call one, an owner may demand via certified mail that a meeting be held within 30 days of the demand. We contacted Erica via e-mail to arrange the annual meeting and election many times, but she ignores our request as the President realized that she and the other 2 Board Members will not be elected by the homeowners. We would highly appreciate if anybody can suggest us how we can force Erica (there is no HOA Board for more than a year) to arrange the annual meeting and election? Can Erica legally maintain our community without a Board?
According to Tex. Prop. Code § 209.014, if the board still fails to call a meeting, at least three members can form an election committee and call a special member meeting for the sole purpose of electing a new board. We have formed a five members election committee. Please inform us the step-by-step procedure to move forward in order to arrange the election. We have to follow legal procedure as the Patricia and Erica will use our HOA money to stop our activity by an HOA attorney.

Some research material:

Property Owners' Associations - Meetings and Voting per TX law library

COVID-19 Presents Unique Issues for Community Associations as there may have been reasons why meetings were not called.

Kam

Complaining here is not going to get you any where. If you have issues with the BOD, then you need to mount a campaign to replace them. It is not easy but it can be done. Remind me, does TX allow proxies? If yes, the task becomes easier as in gather proxies. If not, the task is tougher as you have to get people out to vote.

John,

If you reread the original post, you should see that Kam has taken action.

The post states that there is support to elect new board members.
The post states the board hasn't held annual elections to allow this to happen.
Kam did sent a demand email for an election (but failed to follow proper procedure - so the board ignored it).
Kam has gathered support and formed a committee and is now looking for the procedure to hold an election.

Kam,

I would suggest that you send the demand letter as required by statute (certified to registered agent, certified to board, copies via first class mail to all members) and see what the board does. Perhaps the committee can share the cost and all (if willing) should sign the letter.

It sounds like you are on the right track. The problem is that if the current board/president are not following the law now then they may just ignore your election. What happens if you elect a new board and no one recognizes it. If that happens, I think your only recourse is to go to court.

I would start by attending the next board meeting and address the board with these questions. If they do not cooperate then I would contact the association attorney by writing a letter and addressing all of your concerns. Contrary to popular belief, the attorney works for the association members, not the board. There is no guarantee the attorney will talk to you, since the board still manages the association, but if he/she has information that you are forming an election committee it will probably push them into some action.

Unless you can get some cooperation from the current board or attorney, your best bet is to consult with an attorney.

I know the Association is supposed to pay, but what happens when the President refuses to communicate with their owners. Sure, people can follow all the necessary steps to call for a meeting and an election, but when push comes to shove, then what?

California has no governmental oversight of the approximately 60,000 HOA's in the state. Small Claims is a joke and to file a Civil suit with Superior Court, make sure you have $20K to start with.

Probably not. The property manager works at the board's direction, so the most he/she might be able to do is pay bills this current board has already authorized (such as they are).

Which reminds me - if there's more than one board member, where are THEY in this??? Usually the board officers are appointed from among themselves while the homeowners elect the board. That would mean everyone has one vote, so the rest of the board should be able to remove this president from the position.

That could be the quickest way to address this - pressure the rest of the board to make the change. They won't be able to remove her from the board itself - that would call to the homeowners. If everyone's upset as you say, there shouldn't be a problem encouraging people to get off their duff and vote. Goodness knows it appears they've let this go on for two years and it'll still continue unless they take action.

That said, if the other board members have let this go, you may as well push to recall the entire lot, so do pay close attention to Tim's suggestions. Hopefully you have other neighbors to help you. You'll need to have people ready to step up and take over - and you may need to be one of them do hang on to your knickers - you're in for an interesting ride. Good luck!

expecting your association is keeping things up to date, you can identify who the registered agent is from the Texas Dept of State site:

https://www.sos.state.tx.us/corp/sosda/index.shtml

or from the Texas comptroller site:

https://mycpa.cpa.state.tx.us/coa/

KamA, I expect you may have been asking, "Can a manager run a HOA if the Board is not giving direction?" A board has a legal right to delegate enormous responsibility to a manager. While one might think the manager is operating without board oversight, if a board is present, chances are the manager is not violating any law and simply doing what the board wants or expects.

This is true for businesses. For HOAs that information is found on the management certificate that is filed with the county.

Is this applicable also for neighborhoods that are still in the "development period"? Our neighborhood has around 10 houses (maybe less) left out of 200+, but the developer hasn't transferred control. Can this method be used to replace the current board of directors, provided we follow the proper method of notice, forming the election committee, etc?

Yes, I have read them. They give pretty broad control to the Developer to not ever transfer control, if he doesn't want to (attached screen shots). He's raising dues by 10%, in addition to having a special assessment assigned in 2021 and 2022. No information was provided to homeowners about the increase or what the special assessments will go towards. Some common areas aren't well maintained, and the consensus seems to be we would be better off with someone else running the HOA. If my understanding is correct, the Developer doesn't own any lots in the neighborhood any longer, as all have been purchased by builders, and are almost fully sold.