Is an unsigned Bylaws valid?? (Texas)

Started by RonM19 • 8 replies • 359 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

RonM19 (Texas)
Posts: 41

Posted:

We have a small gated community of about 15 homes in central Texas. Our HOA is, of course, somewhat simple. But as VP of the board, I was looking around and noticed that our Bylaws were never signed or notarized; it's just the text. The spaces for the board signatures, notary, etc. are there, but are blank. Forgive me if I missed something, but I can't find anything pertaining to this in the TPC.

Does this mean these bylaws are not binding, valid or enforceable?

ElleN (Idaho)
Posts: 4,420

Posted:

Did you know that the Texas Secretary of State maintains a list of duly registered nonprofit corporations (including HOAs) and often, the paperwork required to establish the corporation? I advise contacting the Texas secretary of state and seeing what it has on file. Start here: https://www.sos.state.tx.us/corp/

Then go to your county clerk and see what is has on file (and so properly recorded).

By my reading, Texas statutes require bylaws.

RonM19 (Texas)
Posts: 41

Posted:

I did do some digging around and discovered that the Bylaws filed with the County Clerk are also not signed, as described. I'm wondering what the legal ramifications of this are. These were "filed" back in 2012.

MaxB4
Posts: 3,513

Posted:

None and I don't believe they need to be recorded in Texas. Some states, Michigan in particular, require them to be recorded, which means they are also signed and notarized.

ElleN (Idaho)
Posts: 4,420

Posted:

Do check with the Secretary of State to see what it has on file.

Do check old minutes to see if there's any record of approval of bylaws by the initial board.

RonM19 (Texas)
Posts: 41

Posted:

Quote:

Posted By MaxB4 on 02/24/2023 1:52 PM
None and I don't believe they need to be recorded in Texas. Some states, Michigan in particular, require them to be recorded, which means they are also signed and notarized.

I believe the first comment is incorrect, per:

https://guides.sll.texas.gov/property-owners-associations/bylaws-and-records

BillH10 (Texas)
Posts: 1,217

Posted:

My recommendation is you share your discovery with the Board and have the Bylaws properly signed, notarized, and filed with the County Clerk. You may wish to discuss this with the association attorney to see if copies must be sent to any state agencies.

Unless there is some 'big deal' legal mess, this is simply a clerical error 11 years ago by someone which can be easily rectified. I recommend sending a copy of the newly executed and filed Bylaws to the owners with words of explanation. I recommend a cover sheet with Whereas statements explaining what appears to have taken place when the association was formed and why the filing is taking place now so those who follow behind you do not have to try to figure out what took place.

JohnS111 (New York)
Posts: 228

Posted:

Quote:

Posted By RonM19 on 02/24/2023 1:50 PM
I did do some digging around and discovered that the Bylaws filed with the County Clerk are also not signed, as described. I'm wondering what the legal ramifications of this are. These were "filed" back in 2012.

All that matters is if they were correctly approved by a correctly-elected "bored" (as my HOA would describe the Board) or sole incorporator.

JeffT2 (Iowa)
Posts: 880

Posted:

Quote:

Does the county clerk have a record of who filed them?

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here