Board of Directors

Important note: Your property owners' association's bylaws and Articles of Incorporation (hereafter referred to as "governing documents") are the best sources of information for who is eligible to be a director, how the directors are elected, and how long they will serve. This page will provide citations to Texas law that provide guidance for nonprofit corporation property owners' associations if the governing documents do NOT discuss these topics.

For more information on how to read the governing documents of your property owners' association, please see the Bylaws and Records page of this guide.

Eligibility

In general, Texas law does not contain any specific requirements in order for someone to be eligible to serve on the Board of Directors — they don't even have to be a member of the organization. However, many property owners' associations put their own eligibility requirements in place in the governing documents, including the requirement that they be an owner or resident of property in the association.

In fact, the Texas Property Code states that there are very few restrictions that can be put into effect regarding eligibility for the Board. These include:

Bylaws can require one or more board members to live in the subdivision, but they cannot require all board members to live there.
Two members of the Board of property owners' associations that consist of more than 10 lots cannot live together at the same residence while serving on the Board.
Board members who were convicted of a felony involving moral turpitude within the past 20 years may be immediately relieved of their position and prevented from serving on the Board in the future.

For complete details, please see the full text of Section 209.00591 of the Property Code linked below.

Section 22.203 of the Texas Business Organizations Code
In the absence of governing documents stating otherwise, Texas law does not impose any eligibility requirements for the Board of Directors.
Section 209.00591 of the Texas Property Code
This section of the law states that with the few exceptions listed in the section, a property owners' association may not put limits on eligibility for board membership.

Number of Directors

If a property owners' association's governing documents do not state how many people the Board of Directors must consist of, Texas law states that there will be as many as the initial number of directors stated in the Articles of Incorporation. However, there must be at least three people on the Board of Directors.

Section 22.204 of the Texas Business Organizations Code
This section provides guidance for the size of the Board of Directors in the absence of provisions in the governing documents stating otherwise.

Elections

The governing documents of a property owners' association may describe the procedure for electing the Board of Directors. Section 22.206 of the Texas Business Organizations Code states that if the governing documents do not contain this information, the directors are elected by the Board of Directors.

Section 209.00593 of the Texas Property Code provides a little more information about the election of board members, including how vacant positions may be filled and how candidates can get on the ballot for a Board of Directors position. Key points of this section:

A director whose term has expired must be replaced by election
Vacant positions may be filled by appointment from the board
Board members who are appointed to fill a vacant position shall serve the remainder of the term
For associations that contain more than 100 lots, members must be given 10 days' notice before distributing ballots for a Board position election to allow members to request that their name be placed on the ballot

Please see the complete text of the law linked below for more details.

Section 22.206 of the Texas Business Organizations Code
In the absence of information in the governing documents describing election procedures for the Board of Directors, new directors are elected by the Board of Directors.
Section 209.00593 of the Texas Property Code
This section sets forth a few guidelines for the election of board members of a property owners' association.

Terms of Office

If the governing documents of a property owners' association do not specify a term of office, then the Texas Business Organizations Code states that the directors shall serve "until the next annual election of directors and until a successor is elected, appointed, or designated and qualified."

Section 22.208 of the Texas Business Organizations Code
Specifies a term of office of the Board of Directors in the absence of provisions in the governing documents stating otherwise.

Removing a Board Member

If the governing documents of a property owners' association do not give instructions for how to remove a director, the Texas Business Organizations Code states that "the persons entitled to elect, designate, or appoint the director" may remove them. If an election was required to appoint the director, a vote must also be taken to remove them. The number of votes necessary to remove the director must equal the number of votes required to elect them.

Unless the governing documents state otherwise, a director may also resign at anytime by submitting their resignation in writing.

Section 22.211 of the Texas Business Organizations Code
This section discusses the procedure for removing a director in the absence of provisions in the governing documents describing otherwise.
Section 22.2111 of the Texas Business Organizations Code
This section permits a director to resign by submitting written resignation.

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