Are these appointed board members Valid?

I checked TPC 209 and BO 22. Notice is required as follows:

Members shall be given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session.

If the board is not providing this "general description," then I suggest you send the manager/board/registered agent a sugary sweet polite letter respectfully requesting that notices of board meetings be sent out complying with TPC 209.

If this does not work, post back.
No "how" is required.

However both board appointments and officer appointments are required by law to be done in open session.

In my opinion, no, they are not valid. Raise this as well in the aforementioned sugary sweet letter, citing the section of TPC 209 that speaks to this.

If the board will not cooperate, then in my experience the quickest approach to fix these problems is electing a new board at the annual election.

See https://statutes.capitol.texas.gov/SOTWDocs/PR/htm/PR.209.htm

No, but in some states it has to be done in a properly noticed open board meeting.

Yes, we've seen this section of TX quite a few times on this forum.

Along with notice requirements and open meeting requirements, per Elle & JohnC, the Board must vote on persons to fill vacancies, also at an open meeting, and the vote must be recorded in the meeting minutes. You should find this requirement in your Bylaws, which you haven't cited re: this matter.

Is it possible the Board voted to appoint these ppl. in an online meeting. In other words, did the Board "take action without a meeting?" One frequent TX poster here relates decisions that seem to all be made at online meeting. But even if appointed that way, don't the dates and results of such meeting need to be recorded in the Board next open meeting's minutes?

So, it appears that your Board is terribly ignorant or terribly arrogant

Do write the letter and send to, one hopes, a community manager of some kind requesting it be forwarded to the Board. I'd make this request taking the Board to notice & post an agenda to hold an open meeting and name various candidates and appoint the number needed. They probably will need a different agenda item to appoint officers (some may have been lost).

Do you have a community manager? Say are you by chance a newer community manager who posted not long about a different matter?

Btw, unless your Bylaws or TX statutes says otherwise, the Board does not need legally to post these open director spots and seek candidate although, imo, even Board should vs. picking their best bud or some lap dog to serve.

I have asked to be put on the ballot for our January Annual meeting. They refused to address my ask, and spent the meeting subliminally talking about how any board member needed to live on site year round. They said in the meeting to please consider running because nobody ever wants too. In the town hall portion when I was called on, I made everyone aware that I had asked to be on the ballot only to be told I couldn't possibly do what they do living in a different state for 6 months. (Again not allowing a phone in attendance). Another member interjected to say that when she was on the board, their president was away and they just placed a phone on the table and it was fine. Isn't that precedent?

The examples given on things the board does are decorating the hall and visiting sick people.

In my opinion, this board is failing to fulfill their fiduciary responsibilities of remaining cogent of current law and acting upon it. There is so much that can be accomplished remotely.

There is a very strong opinion here amongst the locals regarding "winter Texans". Yes, I fit into that category now but I have family ties here, My parents now gone, were full time residents in this same community and also served for years both in committees and as board members.

I do believe I have made them uncomfortable.

Barbara? Do your Bylaws state any qualifications to be on the Board---or not?

The annual meeting is in January? Don't some of the directors recently appointed (or others too) have to seek election because the person whose term they're competing is up?

What DO the Bylaws say about term length for directors?

Severe and LAWFUL harassment. Is that a typo?

ARTICLE I V
BOARD O F DIRECTORS, TERM OF OFFICE, REMOVAL
Section 1. Number. The affairs o f the association shall be managed by a board o f seven
directors only, who shal} be membersof the association.
Section 2. Term of Office. At each annual meeting, the members shall elect directors for a
termo f three years.
Section 3. Removal. Any director may be removed by a majority vote of the directors.
Grounds for such removal shall be the director?s violation o f the Covenants or not acting in accord
with these bylaws. In the event o f death, resignation or removal o f a director, his successor shall be
selectedby the remainingmemberso f the boardand shall serve for theunexpired termo f his
predecessor:
Section 4. Compensation. Nodirector shall reccivecompensationfor anyservice hemay
render tothe association. However, anydirector mayb ereimbursedfor his actual expenses incurred
intheperformanceo f his duties.
. ARTICLEV
BOARD OF DIRECTORS NOMINATION AND ELECTION
Section 1. Nomination. Nomination for election to the boardofdirectors shall be by
nominating committee. However, nominations may also be made from the floor at anyannual
meeting of members. The nominating committee shall consist of a chairman who shall be a member
of theboard of directors, andtwo o r moremembers of the association.The committeeshallbe
appointedby theboardofdirectorspriort o each annual meetingt o serve from the closco f such
meeting untiltheclose o f thenextannual meeting, and such appointment shallbe announced at each
annual mecting. The nominating committee shall make as many nominations for election to the
board of directorsasi t shalli n its discretion determine,but i n no eventshall it nominateless than
the number o f vacancies to b e filled.
Section 2. Election. Electiont o the board of directors shall be b y secret written ballot. A t
suchelectionthe memberso f their proxies may cast,i n respect t o each vacancy,a s many votes as
they are entitled t o exerciseunderthe provisions o f the declaration. Persons receiving the largest
number o f votes shail be elected. Cumulative voting is permitted, provided that any member who
intends to cumulate his votes mustgive written notice of such intention t o the secretary of the
association ono r before the daypreceding the election at which such member intends to cumulate
his votes.
ARTICLE V I
BOARD O F DIRECTORSMEETINGS
Section 1. RegularMeetings.Regular mectings o f the board o f directors shall be held?
monthly without notice, a t sach place and hour as may b e fixedfrom timet o time byresolution o f
theboard. I n the event the regular date for a meetingfalls on a legal holiday, such meeting shall be
held a t the same time o n the next following day whichi s not a legal holiday.
Section 2. Special Meetings. Special Mcetings oftheboard of directors shall be held when
called bythe presidento f theassociation,o r byanytwo directors,after not lessthanthree days notice
t o each director.
Section 3. Quorum. A majority o fthe directors shall constitute a quorumforthe transaction
o f business. Everyactperformed o rdecision madeby amajorityofdirectors presenta t a duly held
meetingi n which aquorumi s preseatshallconstitutethe acto r decisiono f theboard.
3
6
ARTICLE Vil
BOARD OF DIRECTORS POWERS AND DUTIES
Section. 1. Powers. The board of directors shall have power to:
(a) Adopt and publish rules and regulations governing the use o f the common areas and
facilities including the personal conduct of the members and their guests thereon and to establish
penalties for infractions of such rules and regulations.
(b) Suspend the voting rights and right to use the recreational facilities of any member
during any period in which such member is in default in the payment of any assessment levied by
the association. Such rights may also be suspended after notice and hearing, for a period not to
exceed 30 days for infraction o f published rules and regulations.
(c) Exercise on behalf o f the association all powers, duties, and authority vested in or
delegated to the association and not specifically reserved to the membership by the declaration,
articles o f incorporation, or by other provisions o f these bylaws.
(q) Employ a manager, independent contractors, and such other employees as they may
deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the board o f directors to:
(a) Keep a complete record of all its acts and corporate affairs and to present a statement
thereofto the members at each annual meeting., or at any special meeting at which such a statement
is requested in writing by twenty-five per cent (25) of the members entitled to vote at such
meeting;
(b) Supervise all officer, agents, and employees of the association and see to it that their
duties are properly perfonmed.
(c) As more fully provided in the declaration, to:
(i) Fix the amount of the annual assessment against each lot at least thirty (30)
days ini advance o f each annual assessment period.
(2) Send written notice o f each assessment to every owner subject thereto at least
thirty (30) daysin advance of each annual assessment period., and
(3) Foreclose the lien against?any property for which assessments are not paid
«within thirty (30) days after the due date, or to bring an action at law against the owner personally
(obligated to pay the same.
td) Issue, or cause an appropriate officer to issue, on demand by any person, a certificate
setting forth whether or not any assessment has been paid. A statement in a certificate to the effect
that an assessment bas beenpaid shall constitute conclusive evidence of such payment. The board
may impose a reasonable charge for the issuance of these certificates.
Procure and maintain adequate liability and hazard insurance on all property owned (e)
by the association.
{f) Cause officers or employeeshaving fiscal responsibilities to be bonded, as it may
deem appropriate and causethe commonarea t o bemaintained.
ARTICLE Vill
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The Offices ofthe association shall be:
ident, selected from membersof theboard ofdirectors 1, a presi
2. a vice president, selected from members o f the board o f directors
3. a secretary
4, a treasurer
5. a parlimentarian
and two other at large officers
This will constitute the association?s seven member board of directors.
Section 2. Election of Officers. The electionof officers shall take place at the first meeting
of the board of directors following each annual meeting of members.
Section 3. Term. The officers ofthe association shall hold office for a term o f three (3) years
unless he shall sooner resign, or shall be removed or otherwise disqualified to serve.
Section 4. Special Appointments. The board may elect such other officers as the affairs in
the association may require, each ofwhom shall hold office for such period, have such authority, and
perform such duties as the board may, from time to time, determine.
Section 5. Resignation and removal. Any officer may be removed by a majority vote o f the
directors o f the association, after one oral warning and one written warning. Grounds for such
removal shall be the director?s violation of the Covenants or not acting in accord with these bylaws.
Any officer may resign at any time by giving written notice to the board, the president, or the
secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time
specified therein, and unlessotherwise specified therein,the acceptance of such resignation shall not
be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment o f the board. The
officer appointed to such vacancy shall serve for the unexpired term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same
person. No person shall simultaneously hold more than one of any ofthe other offices, except in the
case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the board of directors; shall
see that orders and resolutions of the board are carried out, shail sign legal documents on behalf of
the association, and shall cosign all checks and promissory notes. The President shall have the
authority to arrange for any needed repairs to common elements of the subdivision up to the amount
_ o f $1,000 without approval of the board of directors.
5
. (b) Vice President. The vice president shall act in theplace of the president in theevent
ofhis absence, inability, or refusalto act, and shall exercise and discharge such otherduties as may
be requiredofhim by the board.
(c) Secretary.The Secretary shall record thevotes and keep the minutes of all meetings
and proceedings oftheboard and ofthe members, keep the corporateseal ofthe association and affix
itto all papers so requiring, servenotice ofmeetingsof the board and ofmembers, keep appropriate
Current records showing the members of the association together with their addresses, and perform
Such other duties as may be required by theboard or by law.
(4) ?Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all
fundso ftheassociation, shall disburse such fundsasdirected byresolutionoftheboard ofdirectors,
shall sign all checks.and promissory notes ofthe association, shall keep proper books of account,
and shall cause an annual audit of the association books to be made by an Audit Committee
consisting of one directorand three subdivision owners at the completion of each fiscal year. The
treasurer shall preparean annual budget and statementof income and expenditures, a copyof which
shall be availableto each member upon request, and areport onwhich shall be given at theregular
annual meeting o f members.
ARTICLE I X
. COMMITTEES
The association shall appoint an architectural committee, as provid

I just posted above, the entirety of our bylaws regarding the Directors.