Texas HOA board meetings: open-meeting rules for Houston boards.

Most board business must happen in the open

Section 209.0051 of Texas Property Code Chapter 209 requires that regular and special board meetings of a property owners' association be open to owners. For a volunteer board in Houston, the open-meeting rules shape almost everything: how far ahead the agenda must be set, where and how the meeting can be held, what can be discussed privately, and which decisions cannot be made by e-mail between meetings. This guide goes deeper than our Chapter 209 board basics page.

What counts as a board meeting

Under Section 209.0051(b), a board meeting is a deliberation between a quorum of the voting board, or between a quorum and another person, during which association business is considered and the board takes formal action. A quorum attending a social function, convention, ceremonial event or press conference is not a meeting if no formal action is taken and any business discussion is incidental.

Notice: 144 hours, 72 hours, or 10 to 60 days

Owners must be given notice of the date, hour, place and general subject of a regular or special board meeting, including a general description of any matter to be taken up in executive session (subsection (e)). The association has two options:

• Mail the notice to each owner not later than the 10th day or earlier than the 60th day before the meeting; or
• Post and e-mail it at least 144 hours before a regular meeting and at least 72 hours before a special meeting. Posting must be conspicuous, either on common property (or, with consent, conspicuous private property in the subdivision) or on an internet website available to members that is maintained by the association or its management company, and the notice must also be e-mailed to each owner who registered an e-mail address.

Subsection (f) makes it the owner's duty to keep a current e-mail address registered. If a meeting recesses in good faith to the next regular business day, new notice is not required; if it is then continued again, notice must be posted within two hours after adjourning (subsection (g)).

Executive session

The board may adjourn an open meeting and reconvene in closed executive session only to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the association's attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential at the request of the affected parties with board agreement (subsection (c)).

After executive session, any decision made must be summarized orally and recorded in the minutes in general terms, without breaching privacy or privilege, and the summary must include a general explanation of expenditures approved in executive session.

Where and how meetings may be held

An in-person meeting must be held in a county where all or part of the subdivision is located or in an adjacent county (subsection (c-1)). For a Harris County association, that includes neighboring counties such as Fort Bend, Montgomery, Brazoria, Galveston, Waller, Liberty and Chambers.

A meeting may be held by electronic or telephonic means if each board member can hear and be heard by every other member, all owners attending can hear all board members (except during executive session), owners may listen using any method a board member uses, and the notice includes instructions for owners to access it (subsection (c-2)).

Minutes and owner access

The board must keep written minutes of each regular or special meeting and make meeting records, including approved minutes, available to a member for inspection and copying on written request to the managing agent at the address on the most recent management certificate, or to the board if there is no managing agent (subsection (d)). Minutes are also subject to the seven-year retention minimum in Section 209.005(m). See our records request guide.

Acting outside a meeting, and the 15 exceptions

Subsection (h) lets the board act outside a meeting, including by electronic or telephonic vote, without notice to owners, if every board member has a reasonable opportunity to express an opinion to all other members and to vote. Any action taken that way must be summarized orally, including known or estimated expenditures, and documented in the minutes of the next regular or special meeting.

The board may not, unless in an open meeting with prior notice to owners, consider or vote on:

1. fines;
2. damage assessments;
3. initiation of foreclosure actions;
4. initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety;
5. increases in assessments;
6. levying of special assessments;
7. appeals from a denial of architectural control approval;
8. suspension of a particular owner's right before the owner has an opportunity to attend a board meeting and present a position;
9. lending or borrowing money;
10. adopting or amending a dedicatory instrument;
11. approving or amending an annual budget;
12. the sale or purchase of real property;
13. filling a board vacancy;
14. construction of capital improvements other than repair, replacement or enhancement of existing ones; or
15. election of an officer.

In practice, almost every significant financial or enforcement decision belongs on a noticed agenda. E-mail votes are best kept for routine matters, and even then they must be reported at the next meeting.

During the development period

Under subsection (i), while a developer controls the association, Section 209.0051 applies to board meetings only when they are held to adopt or amend governing documents, increase regular assessments or adopt or increase a special assessment, elect non-developer board members or set the process for electing them, or change members' voting rights. Associations in newer Houston-area master-planned communities should know which phase they are in.

Common meeting mistakes

Houston boards most often run into trouble in a few predictable ways. A board approves a vendor contract or a budget change through a chain of e-mails, not realizing that budget amendments and several other decisions require an open meeting with notice. A notice is posted on time but never e-mailed to owners with registered addresses. A virtual meeting link is shared with board members but left out of the owner notice. Or an executive session drifts into topics that are not on the statutory list, such as general budget debate. Each of these is easy to avoid with a standard agenda template, a notice checklist and minutes that record executive-session outcomes and any actions taken between meetings.

Clear, open meetings also help in other ways. Owners who can see how decisions are made are less likely to request records out of suspicion, challenge elections or dispute enforcement. Our guides on board elections and fines and violation notices cover the related rules.

A meeting routine that stays compliant

1. Set an annual calendar of regular meetings and publish it.
2. Draft agendas early enough to post and e-mail at least 144 hours (regular) or 72 hours (special) ahead.
3. List executive-session topics in general terms on the notice.
4. Include dial-in or video instructions in every notice for hybrid or virtual meetings.
5. Read executive-session decisions and any e-mail actions into the open minutes.
6. Store approved minutes where they can be produced within the records deadline.

Self-managed boards can find agenda and minutes templates at HOA Free Tools, and the Texas HOA and condo law overview covers related statutes. If you would rather have a manager run the calendar, notices and minutes, see Protige's board support or contact Protige.