Texas Property Code 82.103 – Board Members and Officers
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(a) Except as provided by the declaration, bylaws, or this chapter, the board shall act in all instances on behalf of the association if in the good-faith judgment of the board the action is reasonable. Each officer or member of the board is liable as a fiduciary of the unit owners for the officer’s or member’s acts or omissions. All acts of the association must be by and through the board unless otherwise provided by the declaration or bylaws or by law.
(b) The board may not act on behalf of the association to amend the declaration except as permitted by this chapter, to terminate the condominium, to elect members of the board, or to determine the qualifications, powers and duties, or terms of office of board members. The board may fill a vacancy in its membership for the unexpired portion of a term.
Terms Used In Texas Property Code 82.103
- Association: means the unit owners' association organized under § 82. See Texas Property Code 82.003
- Board: means the board of directors or the body, regardless of name, designated to act on behalf of the association. See Texas Property Code 82.003
- Condominium: means a form of real property with portions of the real property designated for separate ownership or occupancy, and the remainder of the real property designated for common ownership or occupancy solely by the owners of those portions. See Texas Property Code 82.003
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Declarant: means a person, or group of persons acting in concert, who:
(A) as part of a common promotional plan, offers to dispose of the person's interest in a unit not previously disposed of; or
(B) reserves or succeeds to any special declarant right. See Texas Property Code 82.003 - Declaration: means an instrument, however denominated, that creates a condominium, and any amendment to that instrument. See Texas Property Code 82.003
- Fiduciary: A trustee, executor, or administrator.
- Person: includes corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity. See Texas Government Code 311.005
- Special declarant rights: means rights reserved for the benefit of a declarant to:
(A) complete improvements indicated on plats and plans filed with the declaration;
(B) exercise any development right;
(C) make the condominium part of a larger condominium or a planned community;
(D) maintain sales, management, and leasing offices, signs advertising the condominium, and models;
(E) use easements through the common elements for the purpose of making improvements within the condominium or within real property that may be added to the condominium; or
(F) appoint or remove any officer or board member of the association during any period of declarant control. See Texas Property Code 82.003 - Statute: A law passed by a legislature.
- Unit: means a physical portion of the condominium designated for separate ownership or occupancy, the boundaries of which are described by the declaration. See Texas Property Code 82.003
- Unit owner: means a declarant or other person who owns a unit, or a lessee of a unit in a leasehold condominium whose lease expires simultaneously with any lease the expiration or termination of which will remove the unit from the condominium, but does not include a person having an interest in a unit solely as security for an obligation. See Texas Property Code 82.003
(c) Subject to Subsection (d), the declaration may provide for a period of declarant control of the association during which a declarant, or persons designated by the declarant, may appoint and remove the officers and members of the board. Regardless of the period provided by the declaration, a period of declarant control terminates not later than the 120th day after conveyance of 75 percent of the units that may be created to unit owners other than a declarant. Transfer of special declarant rights does not terminate the period of declarant control. A declarant may voluntarily surrender the right to appoint and remove officers and members of the board before termination of the period, but in that event the declarant may require, for the duration of the period that the declarant would otherwise control, that specified actions of the association or board be approved by the declarant before they become effective.
(d) Not later than the 120th day after conveyance of 50 percent of the units that may be created to unit owners other than a declarant, not less than one-third of the members of the board must be elected by unit owners other than the declarant.
(e) Not later than the termination of a period of declarant control, the unit owners shall elect a board of at least three members who need not be unit owners. The board shall elect the officers before the 31st day after the date declarant control terminates. The persons elected shall take office on election.
(f) An officer or director of the association is not liable to the association or any unit owner for monetary damages for an act or omission occurring in the person‘s capacity as an officer or director unless:
(1) the officer or director breached a fiduciary duty to the association or a unit owner;
(2) the officer or director received an improper benefit; or
(3) the act or omission was in bad faith, involved intentional misconduct, or was one for which liability is expressly provided by statute.
(g) Subsection (f) does not diminish a limitation of liability provided an officer or director of the association by the declaration, bylaws, articles of incorporation of the association, or other laws.