Board Amended Bylaws to remove a Board Member

The Bylaws of your Association should have very specific language regarding the amendment process. What do they say?

However, if the board member eligibility rules were changed as a result of action by the State Legislature, and that person is no longer eligible, then he/she must be removed and no vote of the owners is required or necessary.

When reviewing the Property Code, please make certain you read what changes may have been made this year by the Legislature, both in the Regular session and in any of the subsequent special sessions called by the Governor.

Our bylaws State the Board can amend the bylaws at any time. There was never a proposal made to change the bylaws prior to the change. The change that was was made stated all Board Members must be on the deed of their home. The original bylaw stated Board Members need not be members to serve on the Board. This Board Member spouses name is on the deed..They purchased their home together while married.

Texas Property Code states the HOA can not require all members to live in the subdivision. It also states the Board Member can only be removed in the same manner they were elected unless criminal charges and then can remove without member vote.

Sec. 209.00591. BOARD MEMBERSHIP. (a) Except as provided by this section, a provision in a dedicatory instrument that restricts a property owner's right to run for a position on the board of the property owners' association is void.
(a-1) Notwithstanding any other provision of this chapter, a property owners' association's bylaws may require one or more board members to reside in the subdivision subject to the dedicatory instruments but may not require all board members to reside in that subdivision. A requirement described by this subsection is not applicable during the development period.

There also a new election coming up and now homeowners are being told. If the owe any monthly assessments they can not run. Texas Property Code doesn’t allow that eligibility requirement. Based on what I’ve read. If I’m wrong please let me know.

True.
It is B.O. 22.211 (not TPC 209) that says something like this. Some wiggle room exists IMO.

I think the wording used in 209.00591 (a) is weird. A rogue board majority can say, "Oh sure, anyone can run. But the board majority has the right to remove those who win who are in violation of the bylaw amendment we just passed."

Why doesn't the statute section use the phrase "serve on the board" in place of "run for a position on the board"? I do not know.

Be aware: When a board has the right to amend the bylaws, TPC 209.0051(h) requires votes on amendments to the bylaws to be done in an open board meeting.

Management should have no say whatsoever in who serves on the board.

But all this is woulda coulda shoulda. You are new to serving on a board, correct? It sounds like your board is just making things up as it goes along, possibly abetted by an inept manager.

All things considered, if I were you (a new director), and with some regret, I think I would not fight the dismissal of the director. If the removed director wants to hire an attorney and fight this, then I certainly wish him luck, because what this board did is pretty disgusting, even if it might be (just barely) legal.

Keep in mind that being a Director and being an Officer are two different positions.
Even when the same individual is serving in both positions (think of it as having two jobs in the same company).

Directors make the decisions for the Association my majority vote.
Officers implement those decisions and perform the daily tasks of running the Association (collecting assessments, paying bills, etc.).

Typically, the Board can remove an individual from an Officer position (President, VP, etc.).
It's unusual for the Board to be able to remove an elected Director from their position.

Typically, if the membership elected the individual to serve as Director, then only the membership can remove them.
If the Board appointed someone to fill a vacant seat, then the Board can remove them.

So, the board could remove the individual from serving as President but that individual would still be a Director, attend board meetings and have a vote on issues before the board.

I have seen some governing documents that have the membership vote individuals to specific Officer positions. In these cases, it becomes a grey area as to who can remove an individual from an Officer position.

Based on what you provided, I think the individual may be able to get it before a court.
Because it may be seen as a Director v Director issue, it's possible that D&O insurance will not cover.
If that is the case, any legal expenses or court order awards would have to come from operating funds.

Will it come to court? Only time will tell.

Things I see as an issue (based on your postings):

Improper notice removing the individual from an officer position.
If the individual wasn't treated as a Director until removal (noticed of meetings, etc.)
Changing the bylaws for spite.

Obviously there is a much bigger back story. I would strongly suggest not posting about it (in case the individual does go through with legal action).

At this point, there are hurt feelings and threatened legal action.
All that can be done is wait and see if the legal threat happens.

Agree.
However, most (if not all) corporate statues allow it.

Been reading this forum for many years and it's not typical that the Board alone may amend the Bylaws without owners' votes. Generally, a simple majority of all owners is needed to approve.

I think our New restated Bylaws are not unusual at all: "Section 6.1. "Amendment of Bylaws by Members. These Bylaws may be amended, restated or repealed, or new Bylaws adopted, by the affirmative vote or assent of fifty percent plus one (50% + 1) of the voting power [all owners] of the Association. Any such amendment, restatement, repeal or adoption of these Bylaws shall become effective immediately on approval by the requisite members...."

"Section 6.2. Amendment of Bylaws by Board. These Bylaws may be amended by the majority of two thirds of the Board, but only as permitted herein, and for the following purposes:
To correct any printing, technical, typographical, clerical or grammatical error or omission in these Bylaws;
To make any change in the Bylaws to the extent only that such change is reasonably necessary to avoid any provisions of the Bylaws being in conflict with state or federal law, or to comply or accord with state or federal law." The would include discrimination.

I think I've I've seen Texas statutes that removal of an officer must be done in an open meeting that's been noticed xx days or hours ahead of the meeting. There is no such thing as an "unofficial meeting."

I'm very suspicious about this :"Two of the[Board?] Members had private unofficial meetings with our Attorney and Management and the Attorney drafted a document." Generally, the entire Board mets with the HOA counsel, not one or 3 directors. And Ann & all owners are saying for these special private meetings and the mysterious "document" that followed. Does the entire Board except for the one fired, have a copy of this "document?"

This is Not clear to : does this former director reside at the HOA? Or is his name not on the deed?

PM seems to have too much power?

Tread lightly and try to learn as much as possible. Be patient. On a Board of 7 if youre the ONLY director who sees these apparent problems, you can quickly make enemies if you ask too much about the illegal meetings and try to encourage complaint with statute & our Bylaws.