Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Hello, I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for. The board of directors have the power to amend the bylaws unless (1)
this chapter or the corporation's certificate of formation wholly or partly reserves the power
exclusively to the corporation's members;
(2) the management of the corporation is vested in the corporation's members; or
(3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of
directors may not amend or repeal the bylaw.
The relevant statute is 22.102.
If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If my answer was particularly helpful you can pay a bonus.
One of the new laws that deal with recording of governing docs before they are considered valid, 22 - 006 eff 2011/2012. Some of the original gov docs are very old '83 and have never been filed. In 1999 there was a law to file gov docs, but the board didn't do it. So, with the current law stating "if its not recorded-its not valid". Can we update the doc to conform with the new laws and do the right thing and file it...finally. We would also like to make a few minor changes that would make it more acceptable to 2013 issues. Do you think that Is that ok to make these changes?
I changed to this format because I could not see your response in chat.
Since the Board has the power to change the governing documents, you can do so and file them. As part of the meeting that you have to change the governing documents, you should also have the board ratify all actions taken since 1999 when the governing documents should have been filed and then file the new documents.
On the b laws, there have been several copies floating around and it is not absolutely known which ones are to be considered the "real ones", remember this goes back to 1983.
202 006 states governing docs are not valid until recorded.
With those two concepts; where there are several copies of b laws floating around and they needed to be recorded to be valid, please let me know if you think this will fly? Or if it went in front of a judge, it might prevail.
There has been a board that intentionally changed the C and R to conflict with the b laws for their personal benefit. The law says if there is a conflict, the C and R prevail. We want to prohibit that type of action in the future.
We feel it is time to get these bylaws finally recorded. We want to take the versions of the b laws, review to find the best parts, create final docs and record them. We would add a protection paragraph for the issue that the past board tried to get away with to protect the membership from loss and unfair actions.
yes p o a
Wow great help!
But, in our old C and R 1983, it states the board can change C and R. Can they?
Do you have a Texas law number for this that only allows C and R to be changed by members, not board. Possibly the original C and R were never legal. (below):
You wrote: However, covenants which create the home owners association can only be changed by action of the homeowners because the covenants are incorporated into the deeds of every homeowner.
Thank you!!! Great help! Look forward to working with more in the future!
Bizlaw, one more question.
With the new state laws, when they conflict with our governing docs, do we just amend those sections, or do we have to go through a big legal process or 67% vote?
What is the law number for this?
In our old C & R, it allows the board to change them C & R.
It also states if there is a conflict between the by laws and C & R, that the C& R prevail.This is the problem.
There is an issue that a past corrupt board modified the C & R in 2009 which denies some members their right to vote. 209 and 0059. We just want to make it right for all members.
Do you know the law number that would allow us to amend that C and R that conflicts with the state law without a big legal process or a 67% vote?
When it says "call" a meeting, does that merely mean that you "call for” a meeting or that you actually “have” a meeting in 209 and 014 and 22 dot 154
We are involved with a group that insisting they followed the law because the 'called for meeting", even though they didn’t have a meeting