Process after Cert. of Formation

How would we know? Ask your lawyer to explain.

In my opinion, it should not have invalidated the old bylaws.

In fact, they should be used as a template if the Attorney is writing new bylaws.

Remember to file paperwork annually to keep corporation status active (typically a form that identifies names and addresses of Directors, Officers and managing agent).

As others have said - check with your attorney.

Regarding annual assessments - authority for that should be based on the deed restrictions and not the bylaws.
Hence, business as usual in that area.

-- IMO the main authority to which one should look here is the Texas Nonprofit Corporation statute, BO 22, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm

-- The certificate of formation is Texas's phrase for "articles of incorporation."

-- Per BO 22, I presume a majority of the members of this HOA voted to incorporate.

-- Who adopts the initial bylaws (of the new corporation) depends on what the certificate of formation says. Does the certificate say this power belongs to the owners? Or does the certificate say this power belongs to the board?

-- I myself would assume the old bylaws remain enforceable under the law of contracts until the new bylaws are adopted. Why? Because the covenants for this HOA likely reference the bylaws, so the bylaws become contractual terms. But there could be a lot more to this. I expect adopting the new bylaws sooner rather than later would be best.

-- Is your HOA subject to TPC 209? Find out.

Oh, and as was asked by Augustin, what type of Association is this?

Is it subject to Texas Property Code 209 or the Texas Uniform Condominium Act Chapter 82?

Have you put any of these questions to the Board? I realize the attorney has been delayed because of personal matters (and those questions still have to be put to him or her, so John wasn't wrong), but that being said, I would think he or she reviewed this process with the board. If they're going to vote on this, they should be able to explain how the Bylaws came to be. Go find a board member or two and sit them down for a chat.

Or go to the next board meeting and suggest they call a special homeowners meeting to explain what's happened up to this point and what homeowners should expect.

It also seems odd that only the board would vote on the bylaws - since bylaws usually dictate how the association is to be run, it would appear to me homeowners should be able to vote on them.

Concho, that is not all there is to it. Yes, the filing with the Secretary of State was extended from annually to every four years.

Speak with your CPA regarding filing the Texas No Franchise Tax Due Information Report with the Office of the Comptroller.

Also, don't forget your association still must file a Federal Income Tax return although most associations have no tax due.

If you follow the link provided in that page to TPC (Texas Property Code) 82 you can also get to TPC 81.

Here are links to those specific laws:

TITLE 7. CONDOMINIUMS CHAPTER 81. CONDOMINIUMS CREATED BEFORE ADOPTION OF UNIFORM CONDOMINIUM ACT

(a) This chapter applies only to a condominium regime created before January 1, 1994. A condominium regime created on or after January 1, 1994, is governed by Chapter 82.

(b) A condominium regime created before January 1, 1994, to which this chapter applies is also governed by Chapter 82 as provided by Section 82.002.

ITLE 7. CONDOMINIUMS CHAPTER 82. UNIFORM CONDOMINIUM ACT

(a) This chapter applies to all commercial, industrial, residential, and other types of condominiums in this state for which the declaration is recorded on or after January 1, 1994. A condominium for which the declaration was recorded before January 1, 1994, may be governed exclusively under this chapter if either:

(1) the owners of units vote to amend the declaration, in accordance with the amendment process authorized by the declaration, to have this chapter apply and that amendment is filed for record in the condominium records in each county in which the condominium is located; or

(2) a declaration or amendment of declaration was recorded before January 1, 1994, and the declaration or amendment states that this chapter will apply in its entirety on January 1, 1994.

(b) An amendment to a declaration under Subsection (a)(1) that implements a vote of the unit owners to be governed by this chapter may not affect the rights of a declarant or impose duties on a declarant that are greater than or in addition to the declarant's duties immediately before the date of the vote or amendment.

(c) This section and the following sections apply to a condominium in this state for which the declaration was recorded before January 1, 1994: Sections 82.005, 82.006, 82.007, 82.053, 82.054, 82.102(a)(1)-(7), (a)(12)-(21), (f), and (g), 82.108, 82.111, 82.113, 82.114, 82.116, 82.118, 82.157, and 82.161.

c-1) Section 82.121 applies to a condominium for which the declaration was recorded before January 1, 1994