TLTR Proposed Bylaw Amendments — Plain English

These pages are one homeowner's plain-English reading of the Association's bylaws and the proposed amendment. They are not legal advice. Check everything against the documents yourself; the bylaws and the proposal are linked below.

The short version

About half of this package is clean-up that Texas law already forces the HOA to do. The other half changes who controls the board and makes it harder for owners to push back. The board sorted the package so the worst items either need no vote at all, or ride along with the required clean-up.

Required by law, or good for owners: giving the vote back to owners who owe dues; mail-in and online voting; the 20-year felony rule instead of “any crime”; posting notice of board meetings; dropping the corporate seal; and ending the developer’s three reserved board seats.

Not required by law, and worth fighting: the board picking its own size (5 to 9); dropping the one-seat-per-section rule; directors staying in office forever if no election happens; dropping the one-year term for officers; a new “emergency meeting” power with no definition of emergency; deleting the theft-insurance rule; cutting the quorum to 5% on a second try; and replacing “look at the books any business day” with certified mail, a 10-day wait and fees.

The process itself is shaky. The current bylaws (Art. XIII §1) say only the members can amend them. The board claims eight changes can be made “without membership vote.” Nothing in the bylaws gives the board that power.

A few words you will see a lot: quorum is the minimum number of people needed for a vote to count; a proxy is a signed paper letting someone else vote for you; the Declarant is the developer who built the subdivision.

This is a plain-English reading, not legal advice. Your lawyer should confirm anything before you act on it.

Timeline: the vote is November 13, 2026

The board announced the package at a special meeting and plans to vote on it at the general meeting on November 13. That is five weeks away. Two things about that date matter:

If the November 13 meeting is also the annual election, the deadline to run for the board was September 14 (60 days before, Art. V §1). It passed before owners were told about the meeting. Ask the board in writing whether directors will be elected on November 13 and, if so, how anyone was supposed to know the filing deadline.
Under the current bylaws, written notice of the meeting must be mailed at least 15 days ahead (Art. III §3), so by October 29. If you do not get a mailed notice by then, the meeting itself is defective under the rules the board is trying to change.

Note: the HOA’s website says member meetings are held on the second Tuesday of February, May, August and November, which in 2026 is November 10. Confirm the date on the written notice.

What to do, in order:

This week: mail and email the records request (see the letter). The HOA has 10 business days, so answers are due about October 22.
This week: meet the lawyer with the certified documents, this amendment and the special-meeting notice. Ask specifically whether the “no vote” changes can be blocked before November 13.
By October 23: send the board a written objection to the “without membership vote” items, citing Art. XIII §1, so it is on the record before the meeting.
By November 6: talk to neighbors and collect proxies for owners who cannot attend. Quorum is 10%, so whoever brings the most proxies controls the room.
By October 29: confirm you received mailed notice. Ask for a mail-in ballot; Texas law (§209.00592) requires one even though the current bylaws do not mention it.
November 13: attend in person. Bring the “fixes to ask for” list and move each one as an amendment from the floor.

The eight changes you get to vote on

These are on pages 1–5 of the amendment. For each one: what it does, why the board probably wants it, and what to watch out for.

1. Owners calling a special meeting (Art. III §2)

Now: Owners with 25% of the votes can force a special meeting.

Proposed: Owners of 20% of the lots can sign a petition. The petition can be on paper, by email or by fax. The president must then call the meeting, and the board has 30 days to send everyone notice. If the board drags its feet, a group of owners can send the notice themselves, but they have to deliver it to every single lot. The meeting can only deal with what the notice says.

Why the board wants it: It looks owner-friendly. The bar drops a little and there is a deadline.

Watch out: 20% of lots is still a lot of signatures. Texas’s general rule for nonprofits is 10% (Business Organizations Code §22.155). If the board stalls, owners have to pay to notify every lot themselves. And because only the listed topics can be discussed, owners cannot respond to anything new the board says at the meeting.

2. How big the board is (Art. IV §1)

Now: 3 developer seats plus 1 director elected by each section.

Proposed: 5 to 9 directors. The board picks the number. Everyone is elected by the whole neighborhood, for 2-year terms. A director stays in office until a replacement is elected or appointed.

Why the board wants it: It ends the developer seats (good) and looks like a normal HOA board.

Watch out: Three things. First, the board sets its own size, so the people in charge can add seats and fill them with friends. Nothing says new seats must be filled by election. Second, no more section seats, so one group of neighbors could hold every seat. Third, if an election is skipped or not enough people show up, nobody has to leave. Add the board’s power to move election dates (change 5), and you have a recipe for a board that never changes.

3. Staggered terms (Art. IV §2)

Now: Developer seats are 5 years; section seats are 1 year.

Proposed: At the first election, the top vote-getter serves 3 years, the next two serve 2 years, and the fourth serves 1 year. After that, everyone serves 2 years.

Why the board wants it: So the whole board does not turn over at once. That is normal.

Watch out: The plan only covers 4 seats, but the board must have at least 5. Nobody says what happens to seats 5 through 9. Also ask: at this first election, is every seat up for a vote, or do current board members just get the long terms?

4. Who can be a director (Art. IV §3)

Now: Must live in the section you represent, be 21, and have no criminal record at all.

Proposed: Any owner can serve. If a lot is owned by a company, any officer, partner, agent or employee of that company can serve. A director convicted of a felony or a crime of moral turpitude in the last 20 years is automatically removed.

Why the board wants it: This copies Texas law (§209.00591) almost word for word. The old “any crime” rule could not be enforced anyway.

Watch out: Nobody has to live here anymore. An investor who owns rental lots, or an employee of a company that owns several lots, could sit on the board. The age-21 rule is gone too.

5. Getting your name on the ballot (Art. V §1)

Now: Certified letter to the Chairman 60 days before the election. You only vote for your section’s seat plus the three developer seats.

Proposed: Certified letter or email to the Chairman 60 days before. Elections at the annual meeting unless the board decides otherwise. Everyone votes for every seat.

Why the board wants it: Email is a modern touch, and section voting has to go if section seats go.

Watch out: The board still never has to announce the 60-day deadline. The chairman is still the gatekeeper. The board can still move the election date.

6. Emergency board meetings (Art. VI §2)

Now: Special board meetings need 14 days’ notice to each director.

Proposed: The board can hold an “emergency” meeting with no notice to owners, even online. Whatever they decide must be approved again at the next meeting.

Why the board wants it: Texas law (§209.0051(h)) does allow emergency meetings without the usual notice.

Watch out: This replaces the old rule instead of adding to it. So there is no longer any notice rule for a regular special meeting. “Emergency” is never defined. Texas law also lists things a board can never do outside a properly announced meeting: fines, dues increases, lawsuits, big contracts, borrowing. The amendment leaves that list out. And “approve it again at the next meeting” just means the same people say yes twice.

7. Deleting the one-year term for officers (Art. VIII §3)

Now: The board elects its officers (President, Treasurer, etc.) every year for one-year terms.

Proposed: Delete this rule if change 3 passes. The board’s note says change 3 “provides for officer term limits.”

Why the board wants it: They say it is now redundant.

Watch out: The note is wrong. Change 3 is about directors, not officers. If this is deleted, the president, treasurer and secretary never automatically come up for re-election. They stay until someone forces them out.

8. Deleting the Nominating Committee (Art. IX)

Now: The bylaws say there “shall” be a Nominating Committee (but never describe it).

Proposed: Only the Architectural Control Committee is required.

Why the board wants it: It cleans up a reference to something that does not exist.

Watch out: Instead of deleting it, owners could demand it be defined: an independent group that recruits candidates and publishes the ballot deadline. That would fix the gatekeeping problem in change 5. Deleting it removes the chance.

The one change only the board votes on: how you vote (Art. III §5)

Now: You vote in person or by a written proxy. A proxy lasts until you sell your house.

Proposed: Voting follows Texas law. Every ballot lists each proposal with a yes/no box and tells you how to turn it in. You can vote in person, by proxy (good for 11 months), by email or fax, or by mail-in (absentee) ballot. Mail-in, email and proxy ballots all count toward quorum. If you show up in person you cannot also vote remotely. Mail-in ballots carry a warning that you give up the right to vote on last-minute changes made at the meeting.

Why the board wants it: This is Texas law (§209.00592) almost word for word. The board treats it as pure housekeeping, which is why only the board votes on it.

Watch out: Mostly good for owners. Two things are missing: who counts the ballots (Texas says board members, candidates and their relatives cannot, §209.00594), and your right to demand a recount (§209.0057). Ask for both to be written in. The 11-month proxy limit is better than forever, but it still lets the board collect proxies almost a year ahead.

The eight changes the board says need no vote

Pages 6–9. The board’s position is that these just bring the bylaws in line with Texas law, so owners do not get a say. Several of them go further than the law requires.

#	Rule	What it does	The board’s reason	What it really means
1	III §3 Notice of owner meetings	Instead of a letter 15 days ahead, the HOA can mail a notice 10 to 60 days ahead or just post a sign 6 days ahead (on HOA property, a website, or by email if you agreed to email).	Texas §209.0051.	That law is about board meetings, not owner meetings. Owner meetings need written notice 10 to 60 days ahead (Business Organizations Code §22.156; §209.0056 for elections). As written, the annual meeting could be “announced” by a sign at the pool six days out. Fewer owners show up, and the board’s proxies win.
2	III §4 Quorum	10% of all votes. If that fails, the board can try again within 60 days with only 5%, and pass anything that was on the original agenda.	Says it matches a clause in the Declaration about dues votes.	Half the quorum on the second try makes it easy to pass anything with a handful of proxies. Since the bylaws can be amended by a majority of a quorum, a second-try meeting could change the bylaws with about 2.5% of owners. The Declaration clause they cite is about dues, not every meeting. Ask to see it.
3	VI §1 Board meetings	Monthly meetings optional. Notice to owners by mail 10 to 60 days ahead, or posted 6 days ahead.	Texas §209.0051.	This one is accurate. But there is still no minimum number of meetings, and the bylaws still never say owners can attend.
4	VI §4 Section vs. whole-neighborhood questions	Deleted if section seats go away.	Clean-up.	Fine if change 2 (board size) passes. Should stay if it does not.
5	VII §1(b) Losing your vote	The board can no longer take away your vote for owing dues. It can still block you from the pool after notice and a hearing.	Texas §209.0059 and §209.006.	Required by law and good for owners.
6	VII §2(f) Theft insurance	Deletes the rule that officers who handle money must be “bonded” (insured against theft).	None given.	No law requires this. A bond is what pays owners back if the treasurer or manager steals. Ask why the board wants it gone and whether the HOA has coverage now.
7	X Records	Replaces “look at the books any business day” with: send a certified letter saying whether you want to look or want copies; the HOA has 10 business days to respond; the board sets fees; governing documents go online.	Texas §209.005 and §207.006.	§209.005 is the minimum the law guarantees. It does not stop an HOA from being more generous, and the current rule is more generous. This swap adds a certified letter, a 10-day wait, and fees. Posting documents online is required and good.
8	XII Corporate seal	Deleted.	Outdated.	Harmless.

Can the board even do this without a vote?

Probably not, and this is worth raising with your lawyer first.

The bylaws say members amend the bylaws. Art. XIII §1: the bylaws “may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum.” That is the only way to change them, and it belongs to the owners.
Texas corporate law agrees. The Business Organizations Code (§22.102) lets a nonprofit board change its own bylaws unless the bylaws give that power to the members. Art. XIII does exactly that. Ask the board which rule they think lets them skip the vote.
State law does not rewrite bylaws. When a bylaw breaks Texas law, the law simply wins. The board can and should stop enforcing the illegal rules today without changing a word. Rewriting them is still an amendment, and it still needs a member vote.
Some “no vote” items are not about the law at all. Deleting theft insurance (no law requires it), cutting the second-try quorum in half (based on a Declaration clause about dues), and making records harder to get (using a legal minimum as a maximum) are choices, not corrections.

If these go through without a vote, every one of them can be challenged later. Telling the board that in writing now, before the vote, is cheap and creates a paper trail.

How to vote, and what to bring to your lawyer

Each item on the ballot is a separate yes/no, so you do not have to accept the whole package. A reasonable split:

Vote	Items
Yes	Voting methods (III §5); vote restored for owners who owe dues (VII §1(b)); board meeting notice (VI §1); director qualifications and the 20-year felony rule (IV §3) if a live-here requirement is added back; corporate seal (XII); email filing for candidates (V §1) if the board must publish the deadline
No, unless fixed	Board size and “stay until replaced” (IV §1); staggered terms (IV §2) until seats 5–9 are explained; emergency meetings (VI §2) until “emergency” is defined; deleting officer terms (VIII §3); deleting the Nominating Committee (IX)
Object in writing as illegal without a vote	Owner meeting notice (III §3); 5% second-try quorum (III §4); deleting theft insurance (VII §2(f)); harder records access (X)

Fixes to ask for, from the floor or by petition before the meeting:

Set the board at a fixed odd number (7 is common). Any new seat must be filled by election, not appointment.
Keep at least one seat per section, or say no section may hold a majority.
Replace “stay until replaced” with a hard rule: if an election fails, a new one is held within 60 days.
Require the board to announce the candidate filing deadline at least 90 days before the election, the same way it announces meetings.
Define “emergency” and list what can never be decided at an emergency meeting (copy §209.0051(h)).
Keep officers’ one-year terms.
Keep theft insurance and make it required, for at least one year’s worth of dues.
Keep business-hours inspection of the books and add the written-request option alongside it.
Require mailed or emailed notice 10 days ahead for every owner meeting. Signs are extra, not a replacement.
Write in who counts ballots (§209.00594) and the right to a recount (§209.0057).

For the lawyer, bring: certified copies of the bylaws, the Declaration and the Articles of Incorporation (about $5 under Art. X); this amendment; the written questions from the Red Flags document and any answers; and the last few years of meeting notices, minutes, budgets and audits. In Texas, dissolving an HOA usually means the Declaration itself has to be amended or terminated by the owners, so the Declaration is the document that matters most. Get it before the board changes the records rule.