Tomball, TX asked in Real Estate Law for Texas

Q: HOA Board president continues to serve on board after he rescinds resignignation “effective immediately”

Can a HOA Board member continue to serve on board after resigning, “effective immediately” then withdrawing 36hrs later? Both were sent via email to board & prop. Mngr, who replied to resignation asking the board how they want to proceed to fill vacancy. No director replied to either email. In separate email to Prop. Mngr, a board member inquired about if resigning director is allowed to withdraw resignation & was told, “as long as the board has no issues with with it, he doesn’t need to be appointed.” We are Non-profit corporation formed under BOC ch. 22 & subject to Tex. Prop. Code $209. Our documents read, “Vacancies in the Board of Directors caused by reasons other than removal shall be filled by the remaining Directors.” They contain nothing about director resignation. Is he considered resigned from the board since he wasn’t appointed to fill the vacancy, if so, would the motions/votes/decisions he’s made since be considered null and void?

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1 Lawyer Answer
John Michael Frick
John Michael Frick
  • Frisco, TX
  • Licensed in Texas

A: If he is indeed not a director, his actions likely would not be binding on the HOA unless it subsequently ratifies them. Probably the best course of action at this point would be to hold a directors meeting and have the Board pass a resolution ratifying all of his previous actions.

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