I have outlined below, in easy to read format, the law related to open meetings and notice requirements.
These rights and responsibilities related to open board meetings and actions that may be taken without notice are found in Section 209.0051 of the Texas Property Code. As these rights are statutory, the Association does not need to pass a policy in order to comply with these requirements. The Association may take action based upon what is already codified under the laws. Likewise, as a result of these rights being statutory, the Association may not act to expand or retract these actions by passing a policy or amendment to their dedicatory instruments.
Open Board Meetings–
Regular & Special board meetings must be open to owners. A board meeting is defined as a deliberation between a quorum of the board during which Property Owner Association (POA) business is considered and the board takes formal action.
A Board Meeting does not include any of the following:
a) Social Functions;
b) Conventions;
c) Ceremonial Events;
d) Press Conferences; or
e) A deliberation where no formal action is taken.
Executive Session–
a) At a board meeting, the Board may adjourn and reconvene in executive session to consider actions involving the following matters:
b) Personnel Pending or threatened litigation;
c) Contract negotiations;
d) Enforcement actions;
e) Confidential communications with the POA’s attorney;
f) Matters involving invasion of privacy of individual owners; or
g) Matters that are to remain confidential by request of the affected parties and agreement of board.
When reconvening into general session from executive session, the actions taken in executive session must be summarized orally and placed in the meeting minutes. This must be done without breaching the privacy of the parties involved if a private matter. As a result, you should reference properties by Account number and not by address or owner name.
Location of Board Meetings–
Except for electronic meetings, Board Meetings must be held in the county of the Association or a contiguous county, unless held by electronic or telephonic means.
Electronic Board Meetings–
The Board may have a formal meeting by telephone or electronic means, so long as:
a) Each board member may hear and be heard by other board members;
b) All owners in attendance may hear all board members;
c) Owner’s may listen by using the same electronic method that is used by board members to participate in the meeting;
d) The Meeting Notice includes instructions for owners to access any communication method required to participate in the meeting.
Should the Board meet electronically, please note that meeting minutes must be kept and be available to owners for inspection and copying.
Further, the board meeting must be noticed as any other meeting is noticed in accordance with the terms under Texas Law in addition to having the requirements above. The ability to meet electronically does not obviate the requirement for proper notice.
Please note that the board may meet electronically, but should they not take formal action, then the meeting need not be noticed.
Board Meetings Without Notice to the Community–
The Board may take action without notice to the members of the community to consider:
a) Routine and administrative matters;
b) Unforeseen emergencies; or
c) Urgent necessities.
The Board may vote by electronic means or by telephone. All board members must first be given a reasonable opportunity to express their opinion to all other board members and to vote. You may not take such action without the participation and vote of every board member. Any action taken must be documented in the minutes of the next regular or special board meeting.
The Texas Legislature gives us a number of actions that the board may not take without formal notice of the meeting to the members of the community. Those actions are as follows:
1) Fines;
2) Damage assessments;
3) Initiation of foreclosure actions;
4) Initiation of enforcement actions, excluding a Temporary Restraining Order or violations involving a threat to health or safety;
5) Increase in Assessments;
6) Levying of Special Assessments Appeal from Denial of ACC;
7) Suspension of a right of an owner before the owner has an opportunity to attend a board meeting to present the owner’s position;
8) Lending or borrowing money;
9) Adoption of amendment to Dedicatory Instrument;
10) Approval or an annual budget or amendment to annual budget;
11) Sale or purchase of real property;
12) Filling of vacancy on the board;
13) Construction of capital improvements other than repair/replacement/enhancement of existing improvements; or
Election of an officer.
What the Board May Do in Light of the Above-
Should the board wish to discuss one of the above actions amongst themselves without notice to the community, they may do so. So long as formal action is not taken by the board at that time of discussion, then a board meeting technically did not take place.
The board may then notice a regular meeting and then hold a vote on the matter at the next meeting. The board may hold that vote in executive session if allowed to do so per the list above.