ORGANIZATION MEETING

They say there are no stupid questions...so then...here goes. We want to make sure we are moving forward correctly.

If we understand the statute correctly, Per our Cert. of Formation, Management of the affairs of the Corporation is to be vested in its board of directors. Our initial board believes that the directors can convene a meeting to adopt the bylaw without the presence of members. However, one of the board members asked if this approach complies with the provisions of the Texas Open Meetings law.

BUSINESS ORGANIZATIONS CODE

CHAPTER 22. NONPROFIT CORPORATIONS

Sec. 22.104. ORGANIZATION MEETING. (a) After the certificate of formation is filed, the board of directors named in the certificate of formation of a corporation shall hold an organization meeting of the board, either in or out of this state, at the call of the organizers or a majority of the directors to adopt bylaws and elect officers and for other purposes determined by the board at the meeting. The organizers or directors calling the meeting shall send notice of the time and place of the meeting to each director named in the certificate of formation not later than the third day before the date of the meeting.

(b) A first meeting of the members may be held at the call of the majority of the directors on notice provided not later than the third day before the date of the meeting. The notice must state the purposes of the meeting.

(c) If the management of a corporation is vested in the corporation's members, the members shall hold the organization meeting on the call of an organizer. An organizer who calls the meeting shall:

(1) send notice of the time and place of the meeting to each member not later than the third day before the date of the meeting;

(2) if the corporation is a church, make an oral announcement of the time and place of the meeting at a regularly scheduled worship service before the meeting; or

(3) send notice of the meeting in the manner provided by the certificate of formation.

Thank you in advance.

Has this organization meeting not been held yet? - Working on it

What are the reasons some people there contend it has not been held? - We just completed the Bylaws

Haven't bylaws already been adopted? - No as we haven't had the organization meeting yet.

Is your HOA a corporation, Concho? Most HOAs are. If so, I believe that to become a corporation, an organization is required to already to have bylaws. I'm sure someone knows the answer to my question.

Why in the world would your board want to hold a secret meeting to approve the Bylaws?? In my strong opinion, such decisions behind closed doors send a very negative message to owners in your HOA. Suspicions arise making gaining Owners' trust difficult.

In addition, I don't know Texas statues about HOAs, I think there's some 209 numbered statues. I believe Texas is an "open meeting" state, which means you must hold an open meeting to create or amend bylaws. Not sure why our regular and wise teas posters aren't responding to you, Concho.

What size is your HOA? Does it not have an HOA attorney?? Do your have community manager??

I think I finally found an something...

Incorporators' Organizational Meeting
If initial directors were NOT named in the Articles of Incorporation, the incorporators would hold an Incorporators' Organizational Meeting to complete the organization of the corporation. At the Incorporators' Organizational Meeting the incorporators may simply elect a board of directors who will then hold a Directors' Organizational Meeting, and the newly appointed directors will complete the organization of the corporation.

Directors' Organizational Meeting
If directors are appointed, and the organization of the corporation is not complete, then the Directors will hold an Organizational Meeting to complete the organization of the corporation.

Once the corporation has been substantially organized (either through an Incorporators' Organizational Meeting or a Directors' Organizational Meeting or both), the Shareholders will hold a Shareholders' Organizational Meeting to ratify the decisions and actions of the incorporators and directors, appoint or elect new directors, appoint or waive the appointment of auditors, and also to resolve any other business that has been brought before the meeting.

Shareholders, in our case, would be the homeowners.

My interpretation of all this is the initial board members meet to complete the organization of the corporation by Reporting on the Filing of Articles of Incorporation, Adopting the Bylaws, and Appointment of Officers. At this same meeting, we set a date for the Annual Meeting, where we will ratify the decisions and actions of the incorporators and directors. Because our Corp. Bylaw states that The initial Directors shall serve until their successors are elected and qualified in the third quarter of the year 2024, we don't necessarily need to have an election at this Annual Meeting.

Unless something has changed, Concho's association is a Chapter 81 or 82 condominium. TPC 209 is not applicable to the association.

The Organization Meeting, Concho, would NOT be a meeting of the members (owners); it'd be a meeting of the Board. So citing anything about e a meeting of the members is not relevant in this post.

Why doesn't your Board want owners to hear your discussions, deliberations and votes?

PS, the reason I asked if your have a community manager is that often, tho' NOT always, they can answer questions such as those in this post.

No, not in 2021. The part about adoption or amendment of a dedicatory instrument being required to be discussed in an open meeting was added in 2015. See https://www.legis.state.tx.us/tlodocs/84R/billtext/html/SB01168F.HTM

I am glad the attorney agrees with my post from yesterday.

Concho, I admit my memory is faulty at times. Is your association a TPC 209 HOA or a condominium association?