Board Meeting Quorum

Hello again again. Quick recap: I'm a Board member, ~600 single family detached homes, in Texas.

I feel poorly asking this, because quorum questions come up here again and again. But I've searched the archives but I didn't find anything that really addressed this circumstance (below):

Our Bylaws state that our Board should have 5 members. That number fell to 4 last December; recently the Treasurer resigned and we're down to 3. There is just one officer, the Secretary. The Bylaws state that a new Board member should be appointed within 30 days to fill in a vacancy, but that has not happened. Our Bylaws say

"Exceppt where a higher number of votes is expressly required ... at all meetings of the Board, those Directors holding a majority of the botes available to be cast by the Directors shall constitute a quorum for the transaction of businesss, and the acts approved by a majority of votes cast by the Directors present at a meetting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, these be less than a quorum present, the majjority of those present may adjourn the meeting from time to time without noticed other than announcement at the meeting until a quorum is present."

I'm reading this as "we need 3 Board members present" to be a "real" Regular, Special, or Annual meeting. Otherwise, our governing documents say very little.

I've searched HOATalk - I saw someone mention that the quorum only needs to be present at the beginning of the meeting? True? (I gather this precludes dramatic stuff like a Board member leaving the meeting or even resigning from the Board immediately before an important vote). I'm not finding much in TPC 209 (unless it's re the required Annual meeting).

But I'm still vague on what happens if the Board can't get the required 3 Board members to attend? (Ie, one or more simply won't commit to a date/time, or one or more simply don't show up). TPC 209.0051 says the Board can't elect an officer or fill a vacancy on the Board unless it's done at a properly noticed Open Meeting. Which I do not think can happen unless the Board quorum is met. Is this an immediate GO TO LAWYER?

Thanks.

Bill

It appears your colleagues are losing their enthusiasm for the position (that’s what they get for not having your back during last summer’s pool drama and of course, Dragon Breath Lady!)

Have the rest of you tried to look for new board members? I wouldn’t be surprised if others (especially those who may have the talent for the job) are balking at volunteering because they don’t want the responsibility and especially the headache of being an officer. They saw what happened to you – and Dragon Breath demonstrated that anyone can say anything to a board member any type of way and get away with it. Who wants that drama?

(It should go without saying that YOU should stay as far away from the presidency as possible! You have your mental health back and should fight to keep it. For that matter, say nyet to the veep position, otherwise you’ll wind up as president within the month or less. Remind them of what happened to you if necessary.)

You have a secretary, but you could offer to take that spot and let the others flip a coin or whatever to figure out who will be president and vice president. If you don’t mind being secretary, tell them you will do the job according to the documents and to stay the hell out of your way. As long as minutes are prepared accurately and in a timely manner, there shouldn’t be an issue.

If the secretary says nope (and threatens to quit – or even if he/she does), you really need two board members because if the numbers swindle to two or one and you can’t find anyone, the association risks receivership because no one person should even attempt to run a community of your size alone. Start with the usual recruiting – post something on the community website and knock on the doors of people you’re confident are sane and will behave in a professional manner.

At the next board meeting (you don’t need a special meeting for this), invite whoever’s interested and ask a few questions regarding their interests, how they feel about service, what they feel are the major issues of the community and so on. I think you should ask if they’re willing to serve out the terms of the dearly departed because it’s not good for the association to have a revolving door of board members who split as soon as they face tough issues. If you like what you see and hear, you and your colleagues can vote to appoint them.

-- TPC 209 does not speak to quorum for boards.

-- BO 22 at BO 22.213 does.

-- By my reading of BO 22.213, quorum for board meetings for the transaction of business is three, period.

-- This statute section conflicts with the bylaws. This means BO 22.213 controls.

-- Hence if two or less directors are present, no business can be conducted.

See https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm


Even if you recruit more non-director Board officers, that does’t solve the quourm issue. Many bylaws also require that the pres. be a director.

Apparently the number for Board quorum might be in your Certif. of Formation, BillD. Take a quick look.

BillD wrote: “I saw …mention that the quorum only needs to be present at the beginning of the meeting?” Yes, this true depending on your Bylaws and state codes. It is true in Calif. corps code, and was not in our original Bylaws, but is in our restated (2022) ones. Is it true in Texas?

Only once in 20 years has this happened: Our Board needed a special meeting to approve something quickly. Our quorum is 4 and only 4 could attend, including me and I was very ill.* I stayed for the call to order and to make sure my name was recorded as present and then left. The 3 voted to make the important decision.

Btw way, BillD your Bylaws very likely distinguish between special meetings of the board, which require a board quorum, and special meeting of the members, which do not.

*Before Zoom and a fine reason director attendance at board meetings is easier.

Sec. 22.213. QUORUM. (a) A quorum for the transaction of business by the board of directors of a corporation is the lesser of:

(1) the majority of the number of directors set by the corporation's bylaws or, in the absence of a bylaw setting the number of directors, a majority of the number of directors stated in the corporation's certificate of formation; or

(2) any number, not less than three, set as a quorum by the certificate of formation or bylaws.

(b) A director present by proxy at a meeting may not be counted toward a quorum.

I can guarantee that I'm unlikely to be elected to President - or VP or *any* Officer position - before my term is up (theoretically in July or August).

I'm not sure if the (two) other Board members are losing their enthusiasm or not. I *am* fairly sure that a number of my neighbors have have observed what happened with me and aren't eager to run for Board or serve on a committee. Which is kind of sad, because there's a lot of stuff that could be done to make our neighborhood a better place. But right now it's not looking like any of it will happen. Having said that, I think there's a reasonable chance that 2 or 3 people (who probably aren't the best possible candidates) will step forward to fill the empty spots.

I doubt that any of y'all are that interested, but while I'm here: the current state of things is that our VP Board member (who I was on good terms with) resigned last December due to medical issues. I resigned as President shortly afterwards{0} - the 3 remaining Board members would probably have figured out how to remove me, I figured I'd rather do it myself. And call me crazy, but I didn't want to be President (and thus potentially 'responsible') for any stupid stuff the Board did.

After that, it was like the Board was asleep. I heard very little from them, and [reasons] I don't think they were busy having meetings and doing stuff without including me.

Then a couple of weeks ago the Treasurer resigned from the Board (and I was quite happy to see them go){1}. So we're down to 3 Board members. It's important to keep in mind that these people *hate* me{2}, and we don't "talk". Also, I'm rolling off of the Board, but these two are staying. One of them has graciously volunteered to take over as President *eye roll*. Meantime, our new PM is (supposedly) doing their best to keep things working and to get everyone up and happy with the new portal system that we've had thrust upon us. The other Board members have indeed screwed up a number of things - but it's like nobody notices. The one Big Thing that I worked on was getting LGs for the pool - the new PM came in, nobody was talking to her, she wanted to get LGs resolved quickly - so I helped her get that set up{3}. I'm not sure if the other Board members even know about it, or what their reaction will be; I feel like I did the neighborhood a favor, but I'm certain they'll have a different opinion.

It is very depressing, but I feel like I need to find an attorney to deal with possible retaliation after I'm off the Board, and that's what I've been spending time on.

I'm not going to run for the Board again. I'm not a masochist. I confess I've thought about an extremely simply 'campaign' for the two lines of text candidates get on the form:

"When I was elected to the Board in 2021, dues were $500/year and we had $N00,000 in the treasury.
Today in 2024 dues are $500/year and we have $(N+1)00,000 in our treasury."{4}

It'd be something of an experiment ala "what matters most to people? Drama or Money?" But when it comes down to it, I can't deal with all of this crap a 2nd time around.

Bill

{0} for several months I'd been working with our attorney on an easement negotiation with the LCRA, and it came to an *extremely* successful conclusion. Very few people are even aware of it, but I was personally very happy about it and figured it was a good note upon which to leave office.

{1} I discovered (too late) that this person has / continues to have significant involvement in the professional gambling biz. Am I being a fuddy-duddy when I say I'm uncomfortable with this?

{2} and I'm still unsure of the 'crime' I committed that leads them to this. I realize that this sounds lame / disingenuous, but I'm still not completely sure what happened that I became the focus of all of this ill-will.

{3} LGs are expensive and in short supply around here, so it's important to get them set up early.

{4} I've rounded the treasury numbers but yes, this is all true.

You’re probably right that others have watched all this unfold and are thinking they don’t want to jump into this shitshow. I suspect the remaining board members are aware of this too, but don’t want to admit to you or anyone else that they didn’t handle last summer properly.

I understand your concern about the people who might volunteer but it’s possible they’ll surprise you and be better than you expect, partly because they saw what happened to you and don’t want to be placed in that position. You can’t predict what they may or may not do, but if they step forward and no one else does, you may have no choice but to vote to put them on.

Just make sure you ask pointed questions about their commitment and willingness to work. Don’t apologize for that – it’s one thing to step down for personal reasons like health, but some folks bolt because they threw a hissy fit when things didn’t go their way or they’re overwhelmed at realizing they really do need to read their documents, proposals and all that stuff, apply careful thought to the issues vote, and then explain vote to people who might not agree. Such is the cost of leadership and it ain’t for sissies. You don’t want to actually lead, sit down, shut up and let someone with more guts and brains take over.

As for being held responsible for things the board does, people need to remember that the board president isn’t God (although he/she may think so and some people go along with it). Anyone can be outvoted on anything, and when things go sideways, EVERYONE on the board has to take responsibility. If they disagreed with what the board was planning to do, they could have stood up and voted against it. You don’t go behind the board to disparage the decision – do your part in making the decision work because time will tell if you were right.

So, we’re back to what you’re going to do. If you’re getting nervous about who might be coming on, you might want to move up your departure date – otherwise, stay and fight as much as you can before August. If they ignore you, at least you made your point and you can leave with a clear conscience. Continue to express yourself, make suggestions – basically, function as a responsible board member. You’re stepping down this summer anyway, so it should be liberating to say what you think because threats of being voted out no longer mean anything.

Oh, and encourage your neighbors to sit in on a few of these meetings. If they see complete ineptitude, they might be tempted to get a slate of candidates who will take the job seriously and get rid of this bunch. Good luck and stay sane!

PS: I wouldn’t worry about the retaliation unless it actually shows up. It takes work to pull that off and I think these people will be too busy with attempting to run the association than to waste time going after you. They got what they wanted when you stepped down as president, and now THEY have to show what they can do.

FWIW, I didn’t encourage the PM to hire the LGs - the PM pushed on *me* to get it done. The LGs *are* in the annual budget. And for what little it’s worth, I negotiated to a season cost that was thousands of dollars less than the budget (and also less than what other local LGs were charging). Our PM asked the Board about LGs, but they were not responsive{1}. The PM’s take was a) the money was budgeted, b) the negotiated cost was less than the budget, and c) there was some urgency (and 2 years ago we went w/o LGs because the Board dragged its feet). All of that said: I guess it could be challenged by the rest of the Board. At this point, that would almost certainly mean “no lifeguards again this year”. Also d) the cost was less than the amount where our bylaws require multiple bids, and e) same LGs as last year, and they did a good job and actually want to come back to work for us.

That said: yes, I agree that our Board has a LOT of problems. Board members taking actions without a vote has been an issue ever since I joined the Board, and probably years before that.

Bill

{1} I wouldn’t even mention this except that I believe I’m reasonably anonymous here: speaking as a person who is sick and tired of bogus cries of “racism!” and “prejudice!” - I think that at least one of the other Board members has issues with Black people and / or women - our new PM is a Black woman with a “Black female name”. The Board member in question was quick to fire off a Goodbye message to our former (White male) PM. But I never saw a “Welcome aboard” message to our new PM, and it took them almost two months to actually talk to them. After which he immediately called the PM’s boss (there’s probably a story there but I don’t know it). The *other* Board member has to date not called or communicated with our PM at all. I could be completely wrong, but this all seems a bit ‘off’.
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