Texas HOA Board of Directors meetings

I would want the non-director to have a Power of Attorney from the director and if so, s/he has the same power as the director.

The meeting was in May 2023. Now requesting info on a POA will be quite the hassle. Thanks / no proxy was issued.

Forget about POA. Elaboration: Power-of-Attorney papers specify exactly what the person who has the POA (on behalf of another) can and cannot do. E.g. Suppose Smith is ill and has assigned "POA" to Gallegos. All this means is that anytime Gallegos exercises action xyz on behalf of Smith, first, in advance Gallegos must present the POA papers to those concerned and second, the POA papers had better say that Gallegos can do action xyz. It's almost guaranteed that the POA papers Smith has permit Gallegos to, at most, make Smith's personal financial decisions and make Smith's medical decisions.

Every attorney and her sister will tell you that, if Smith is on the board, POA cannot be assiged to Gallegos for the purpose of serving in Smith's place.

TimB4 nailed it. I will add the caveat that I have never seen bylaws or Articles of Incorporation authorizing a director to vote via a proxy.

If Smith is incapacitated, she/he should resign.

I also have never heard of board members voting via proxy.

I vaguely remember a long discussion a few years back about a director who wanted the authority to appoint someone to "his board position" after he moved out (maybe an adult child who was living in the unit?). Posters were unanimous that this couldn't be done:

* A board position doesn't belong to anyone, so it isn't something that an individual has authority over. All owners have a right to seek election to the board, but they serve at the pleasure of the homeowners who can remove them from the board with or without cause.

* Appointing a proxy circumvents this normal process and takes the authority out of the homeowners' hands.

* It's particularly an issue when dealing with items in Executive Session, where discussions must be confidential.

* A director's number one duty is to attend board meetings and vote on all items put before the board. If a director can't perform the essential functions of the job, they should resign.

Thank you all. I found the needed info on non-Director rights ("authority, duties, or liabilities") in Texas Property Code / Business Organizations Code Title 2 Chapter 22 Nonprofit Corp.

In CA, a proxy can't be used in lieu of a ballot.

And there's your reason to legally challenge the board vote and thus the amendment. (I'm so prescient sometimes, I scare myself.)

And it was *dumb* - the missing board member could easily have asked a fellow director to make the motions in his absence.

The board needs to consult with the HOA attorney since I think that the invalid motions will invalidate the whole amendment process. I'm not a lawyer, though, so expertise is needed.

You really need to talk to the association attorney about this. Just because the board colleague has an attorney on his staff, that doesn't mean that attorney is well versed in HOA issues or even what directors of corporations (non-profit or profit) can and can't do - and he/she would still need to review your documents. I also doubt he/she would do all this for free.

Not sure why this happened in May and the matter came up 5 months later, but better late than never. Ask the attorney if a board resolution may be warranted to clarify what Cathy noted - board members are expected to attend all meetings and vote on motions, as appropriate. If they're unable to attend, they aren't allowed to authorize anyone (including another board member) to vote on their behalf during a regular board meeting or executive session. If a quorum isn't available, the vote will have to be tabled until the next meeting.

(While you're at it, now might be a good time to establish another resolution on emergency voting/action outside a meeting because I could see someone saying "well, we didn't get an email from Jerry, but he told me doing X would be ok, so we should do it...")

Thanks.

What was the vote for? If it concerned a special assessment or increase in the regular assessment, that would usually rile up homeowners. Even then, some will not be moved until the situation escalates to where they have no choice and blaming people would likely be a waste of time.

That said, you could express your concerns about this at a regular board meeting. In front of everyone, ask the board member who should have voted why he felt it was OK to send his wife to do what HE was elected to do. Ask the rest of the board why they went along with it and make them show you in the documents where this is permitted.

Get as many as your neighbors as possible to attend that meeting yo hear the answer - they may blow you off, but that's tougher when several people hear it and possibly ask some pointed follow-up questions.

When I read your original post, I thought a proxy vote would only be allowed at an annual meeting, as others have noted. As a practical matter, why would anyone give a proxy for a board vite when he or she didn't attend the meetings where the issue was discussed or reviewed the information the board received. Just because they sleep together doesn't mean they will agree on everything.

Thank you all for your input to my question. I will return next month with results. All take care and again, Thanks.