Amendent made to remove Director

Do you mean remove the declarant? The board members can vote to remove an officer. Believe the general membership can remove a director.

It sounds like you need to update your documents altogether to remove all references to the declarant. That seems to be the biggest hurdle your facing right now.

Did they ammend the by-laws or the CC&R's?

A very quick read of my HOA’s Bylaws seems to indicate that modifying the Bylaws requires the approval of a majority of Members. I do not believe the scenario that Courtney describes could happen in my HOA. I guess it’s possible that their Bylaws allow some kind of self-destructive action - but it seems unlikely such a loophole would exist?

BillD

General comments:

* Usually the only ones who can remove a director are the homeowners. In some states, other directors can remove another director who was appointed to fill a vacancy (as opposed to being elected by the membership) - in others all directors are treated the same regardless of how they came to be directors.

* You can't amend bylaws to make an illegal action legal. If your state laws say that directors must be removed by a vote of the membership, then your directors can amend the bylaws until the cows come home and it will not give them legal cover.

* I agree with Augustin's comment that an amendment like the one the directors are trying to make amounts to an end run around homeowner's right to elect the directors, since "the will of the people" could be overturned at any time.

So I'm pretty sure they were out of line. The problem becomes: what are you going to do about it? Is it worth it to you to invest the time and money to fight this? If you are "reinstated" (I put this in quotes because I believe their action was not valid) do you believe that you will be able to be an effective director?

The sad thing is that if you're the odd man out in a group, it doesn't really matter if you're the lone voice of reason surrounded by nincompoops or if you're a troublemaker undermining an otherwise functional group - you're still not going to be effective since the others outvote you.

If this week me I would just leave the board and wait till next election cycle. That time others may re elect a different board members. Plus give me a chance to prove got what it takes.

Plus you do not have much advantages of being a board member if your votes would just be overridden. You still hold your member vote. Which speaks volumes if you get enough volume to speak.

Courtney said:

These B- laws may be amended any time by the majority vote of the Board of Directors; provided, however, as long as there is a Class B Membership in the Association, any amendment of these By- laws must be approved by the Declarant.

Based on this, I suppose the BOD could amend any existing Bylaws on how to remove a Member of the BOD to:

and can be removed by a Majority vote of the BOD.

Personally, I am leery of a BOD that can amend Bylaws.

Been away for a few days and am randomly catching up. So, Sorry if I missed this, Courtney; if not, please cite the exact language of the Bylaw amendment.

Since the Board may amend the Bylaws, and you were a board member, how could this amendment be valid without your vote? Was this action to amend the Bylaws done by email? What are the criteria for board decisions by email per your bylaws or Texas statutes? Often, the decision about an action must be unanimous. But it wasn't since you didn't vote. Generally, the decision also has to be recorded in a subsequent meeting's minutes. Was it?

I also assume an amendment to the Bylaws must have the Peter signature. In CA, the secretary of the board signs Bylaw amendments. Who is supposed to sign in Texas?

No matter what, with Cathy & Augustin, if the board majority really wants you off, if you're a member, I don't know how you'll accomplish much. Melissa's advice to wait for the next election, gather supporters and others to run for the Board and really work hard to get them/you elected might be a good if difficult and arduous path,

The two of 3 directors told the MC either email,in person, or phone to have the Attorney to draft this amendment. I wasn't included in these discussions.

I did'nt see the amenment or hear of if until a meeting of the directors. It was then handed to all of us (directors). The other 2 directors said they approved without even looking at the legal document.I said I don't approve. The MC told the President to sign after they said they approved.

There wasn nothing recorded in previous meeting minutes in regards to proposing this amendment. Please let me know if I left out anything.

**Sec. 209.002. DEFINITIONS. In this chapter:

(1) "Assessment" means a regular assessment, special assessment, or other amount a property owner is required to pay a property owners' association under the dedicatory instrument or by law.

(2) "Board" means the governing body of a property owners' association.

(3) "Declaration" means an instrument filed in the real property records of a county that includes restrictive covenants governing a residential subdivision.

(4) "Dedicatory instrument" means each governing instrument covering the establishment, maintenance, and operation of a residential subdivision. The term includes restrictions or similar instruments subjecting property to restrictive covenants, bylaws, or similar instruments governing the administration or operation of a property owners' association, to properly adopted rules and regulations of the property owners' association, and to all lawful amendments to the covenants, bylaws, rules, or regulations.

**Sec. 209.0041. ADOPTION OR AMENDMENT OF CERTAIN DEDICATORY INSTRUMENTS.

(a) Repealed by Acts 2015, 84th Leg., R.S., Ch. 1183 , Sec. 24, eff. September 1, 2015.

(b) This section applies to a residential subdivision in which property owners are subject to mandatory membership in a property owners' association.

(c) This section does not apply to a property owners' association that is subject to Chapter 552, Government Code, by application of Section 552.0036, Government Code.

(d) This section does not apply to the amendment of a declaration during a development period.

(d-1) This section does not apply to an amendment of a declaration if the amendment would affect a portion of a subdivision that is zoned for or that contains, or previously contained as specifically allowed under the declaration, a commercial structure, an industrial structure, an apartment complex, or a condominium as defined by Section 81.002 or 82.003. For purposes of this subsection, "apartment complex" means two or more dwellings in one or more buildings that are owned by the same owner, located on the same lot or tract, and managed by the same owner, agent, or management company.

(e) This section applies to a dedicatory instrument regardless of the date on which the dedicatory instrument was created.

(f) This section supersedes any contrary requirement in a dedicatory instrument.

(g) To the extent of any conflict with another provision of this title, this section prevails.

(h) Except as provided by Subsection (h-1) or (h-2), a declaration may be amended only by a vote of 67 percent of the total votes allocated to property owners entitled to vote on the amendment of the declaration, in addition to any governmental approval required by law.

(h-1) If the declaration contains a lower percentage than prescribed by Subsection (h), the percentage in the declaration controls.

(h-2) If the declaration is silent as to voting rights for an amendment, the declaration may be amended by a vote of owners owning 67 percent of the lots subject to the declaration.

(i) A bylaw may not be amended to conflict with the declaration.

Added by Acts 2011, 82nd Leg., R.S., Ch. 1217 (S.B. 472), Sec. 2, eff. September 1, 2011.

Amended by:

Acts 2015, 84th Leg., R.S., Ch. 1183 (S.B. 1168), Sec. 6, eff. September 1, 2015.

Acts 2015, 84th Leg., R.S., Ch. 1183 (S.B. 1168), Sec. 24, eff. September 1, 2015.

Acts 2021, 87th Leg., R.S., Ch. 666 (H.B. 1659), Sec. 1, eff. June 15, 2021.

Your writing about Class B membership since the declarant is no longer in the picture IS interesting in that it could be interpreted that the Board cannot make amendments to the Bylaws once the declarant is out of the picture.

What do your Bylaws themselves say about amending them? Exact quote, please.

Who signed the original Bylaws? Who SHOULD sign off on the amendment if it's not voidable?

The board did not vote to remove you. That wasn't the motion. So your original question was confusing.

A majority of the board voted to amend the Bylaws to state: "Members of the board must be record title owners to a fee simple fee within Cambridge Fall. Any director or candidate for director shall be required to show proof of home ownership within Cambridge Falls upon demand of the board." This is a very typical bylaw. But:

1. Was this proposed Bylaws amendment written on the agenda for the Board meeting in question?
A. If not, the board's decision isn't valid. I believe Texas requires that any items the board votes on must be on the agenda that's posted x days before the board meeting.

2. if NOT on the agenda, how did board members know to vote on it? Was it some sort of a handout AT the meeting?
A. If only a handout, I don't think it's a valid meeting agenda action item in Texas. But many other know more about that than I.

3. The board voted on 2 additional board members via email? I don't think that's legal in Texas either?? And...do you Bylaws permit 5 directors/

I suppose you could attend the next board meeting and plop down at the meeting table. You could announce that the Bylaws amendment isn't valid. But then what? An argument? A fight?

Perhaps if you have a written opinion by the HOA attorney you referred to, you could present it to the Board?

I've never seen on this forum anyone going to court on this type of illegal decisions by a board, Courtney. Again, with Melissa AND Augie, too. Gather a coalition to vote out these bozos.

The part in bold caught my eye. Requiring directors to live in community would likely prevent investor/owners from serving on the board, which may be unlawfully discriminatory and may lead to legal action. Homeowners can decide on their own that residency is an important qualification for a director and vote accordingly, but that's different from saying a certain group of owners may not be on the board.