Texas Law · Board Fundamentals · Chapters 202, 204, 209, 82 · TBOC Chapter 22

Texas HOA Board Member Governance Guide — The Statutory Map for New Directors

A Texas director inherits a stack of law the day the seat is filled: the Property Code, the Business Organizations Code, and the association’s own recorded documents. This guide is the map — one short section per obligation, each pointing to the detailed CIC-SC guide for that topic.

Educational notice. This information is educational in nature and should not be construed as legal advice. Consult qualified association counsel regarding legal interpretation specific to your jurisdiction.

A board seat carries authority that belongs to the association, under rules the Legislature rewrote in 2021, 2023, and 2025. Most disputes that reach a lawyer start as a procedural miss: a meeting noticed a day short, a fine levied without the certified-mail letter, an email vote on a subject the statute reserves for an open meeting. This overview links to a detailed CIC-SC guide for each topic; the statutory text and your governing documents always control.

1. Where Board Authority Comes From

Authority runs in a hierarchy: federal and state law, then the recorded declaration, then the certificate of formation and bylaws, then board-adopted rules. The board can do only what that stack allows. The statutes a Texas director needs to recognize:

• Property Code Chapter 209 — the Texas Residential Property Owners Protection Act. The core HOA statute. Under § 209.003 it applies to residential subdivisions whose declaration authorizes the association to collect regular or special assessments, where membership is mandatory for all or most owners. It does not apply to condominiums. It covers meetings, records, elections, enforcement, collections, and foreclosure.
• Property Code Chapter 202 — restrictive covenants generally. Section 202.004 presumes the association’s discretionary decisions reasonable unless a court finds them arbitrary, capricious, or discriminatory. Under § 202.006, a dedicatory instrument has no effect until filed in the county real property records. Chapter 202 also lists property uses an association cannot prohibit. See What a Texas HOA Cannot Prohibit.
• Property Code Chapter 204. Applies only to residential subdivisions located in Harris County and certain neighboring counties that meet the population criteria in § 204.002. It addresses extending and modifying restrictions and the association’s powers.
• Property Code Chapter 82 — the Texas Uniform Condominium Act. Governs condominiums whose declaration was recorded on or after January 1, 1994. Older condominiums remain under Chapter 81 unless they opt in, but § 82.002(c) applies a list of Chapter 82 sections — including meetings, the assessment lien, records, and the management certificate — to them as well. See Texas Condominium Meetings Under Chapter 82 and Pre-1994 Condominium Meetings Under Chapter 81.
• Business Organizations Code Chapter 22. Most associations are Texas nonprofit corporations; Chapter 22 supplies the corporate rules. See TBOC Chapter 22: What HOA & Condo Boards Must Know.

Two filing obligations sit underneath everything else: the management certificate (§ 209.004 for HOAs, § 82.116 for condominiums), which must now also be filed electronically with the Texas Real Estate Commission, and the recording of dedicatory instruments under § 202.006. See Texas HOA Management Certificates Under § 209.004 and Is Your Texas Association Compliant?

2. Your Duties as a Director

The statutory standard is in TBOC § 22.221(a): a director discharges the director’s duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation. Under § 22.221(b), a person seeking to hold a director liable must prove the director did not act in good faith, with ordinary care, and in a manner reasonably believed to be in the corporation’s best interest. In practice: read the packet, ask questions, get qualified advice, vote on the record. See The Business Judgment Rule in Texas.

Loyalty has specific statutory mechanics. Under Property Code § 209.0052(b), an HOA may contract with a current board member, a relative within the third degree, or a company in which either holds at least a 51 percent financial interest only if at least two other unrelated bids were received (if reasonably available), the interested director does not see the other bids, discuss, or vote, the facts are disclosed, and a majority of disinterested directors approves and certifies compliance by resolution. Separately, § 209.0052(c) requires a bid process for any services contract that will cost more than $50,000. TBOC § 22.230 addresses interested-director transactions at the corporate level.

The third discipline is acting within authority: before the board acts, someone should be able to point to the provision that authorizes it.

3. Open Board Meetings

Section 209.0051 makes regular and special board meetings open to owners. The essentials:

• Notice. Members receive notice of the date, hour, place, and general subject of the meeting, including a general description of any executive-session matter. Notice is either mailed 10 to 60 days before the meeting, or posted (on common property or an association website available to members) and emailed to owners with a registered email address at least 144 hours before a regular meeting and 72 hours before a special meeting.
• Executive session. The board may adjourn to closed session only for 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 to remain confidential at the affected parties’ request with board agreement. Any decision made there must be summarized orally and placed in the minutes in general terms, including a general explanation of expenditures approved.
• Location and electronic meetings. An in-person meeting must be held in a county where the subdivision is located or an adjacent county. A meeting may be held electronically or by telephone if every director can hear and be heard, owners can hear the board outside executive session, and the notice includes access instructions.
• Action outside a meeting. Under § 209.0051(h), the board may act without notice to owners — including by electronic vote — if each director has a reasonable opportunity to express an opinion to all others and to vote, and the action is summarized, with any known or estimated expenditures, in the minutes of the next meeting. That route is closed for fifteen listed subjects, which must be decided in a noticed open meeting. They include fines, initiating foreclosure or most enforcement actions, assessment increases, special assessments, borrowing, amending dedicatory instruments, the budget, filling a vacancy, and electing officers.
• Minutes. The board keeps written minutes of every meeting and makes meeting records available to members on written request.

During the development period, § 209.0051(i) limits these rules to four listed purposes. Detail: Texas Open Meetings Requirements Under § 209.0051, Virtual and Electronic Board Meetings in Texas, and Understanding HOA Meetings in Texas. Condominium boards follow § 82.108 instead.

4. Records Requests and Retention

Section 209.005 requires the association to make its books and records, including financial records, reasonably available to an owner or the owner’s designated agent, attorney, or CPA. The request must be in writing, sent by certified mail to the address on the current management certificate, and must state whether the owner wants to inspect or receive copies. The association then has until the 10th business day after receipt to offer inspection dates or produce the copies. If it cannot, it must send written notice by that deadline giving a production date no later than the 15th business day after the notice.

• Charges are allowed only under a recorded records production and copying policy (§ 209.005(i)).
• Records identifying an individual owner’s violation history, personal financial information, or contact information other than address, and employee and personnel information, are not required to be released except with the owner’s written consent or a court order (§ 209.005(k)–(l)).
• An association with more than 14 lots must adopt and follow a document retention policy meeting the minimum periods in § 209.005(m) — governing documents permanently; financial records, minutes, and tax and audit records seven years; current owner account records five years; contracts of one year or more four years after expiration.
• An owner denied records may petition the justice of the peace, who can order release and award costs and attorney’s fees (§ 209.005(n)).
• An HOA with at least 60 lots, or one that has contracted with a management company, must post its current recorded dedicatory instruments on a website (§ 207.006). SB 711 added a parallel requirement for condominiums of at least 60 units or with a management company (§ 82.1142).

Detail: HOA Records Retention Policy: A Texas-Specific Guide and Texas Resale Certificates Under Chapter 207.

5. Elections and Owner Votes

Chapter 209’s election rules override contrary provisions in most governing documents. The core sequence:

• Who is elected. Expired seats are filled by owner election; the board appoints only to fill a vacancy, for the unexpired term (§ 209.00593(a)).
• Candidate solicitation. An association with more than 100 lots must send a notice soliciting candidates at least 10 days before it disseminates ballots, with a submission deadline at least 10 days after the notice, and must list every eligible candidate who timely asked to be on the ballot (§ 209.00593(a-1)–(a-3)).
• Election notice. For a vote at an owners’ meeting, written notice goes out 10 to 60 days before the vote; for a vote not taken at a meeting, at least 20 days before the ballot deadline (§ 209.0056).
• Voting methods. Owners may vote in person or by proxy at a meeting, by absentee ballot, by electronic ballot, or by any representative method in the dedicatory instruments. As amended by SB 2629 (2025), an association must allow at least one of absentee ballot, proxy, or electronic ballot (§ 209.00592(a-1)), and owner meetings may be held by electronic or telephonic means (§ 209.0056(d)).
• Ballots, counting, recounts. Board elections, amendments, assessment increases, removals, and votes outside a meeting require written, signed ballots unless secret-ballot rules are adopted (§ 209.0058). Candidates and their relatives within the third degree may not tabulate or see ballots (§ 209.00594). Any owner may demand a recount within 15 days, at the owner’s expense unless the result changes (§ 209.0057).
• Eligibility. Provisions restricting an owner’s right to run are generally void, subject to limited exceptions in § 209.00591 (residency for some seats, cohabiting directors, and certain convictions within 20 years).

Detail: Texas HOA Board Elections, Recounts, and Removal, The Election Clock, Candidate Solicitation Under § 209.00593, Candidate Eligibility for the HOA Board in Texas, and the annual-meeting guides with an election and without an election.

6. Enforcement, Fines, and Hearings

Before an HOA may suspend common-area use, sue an owner (other than to collect assessments or foreclose), charge for property damage, levy a fine, or report a delinquency to a credit bureau, § 209.006 requires a written notice by certified mail. The notice describes the violation and any amount due; tells the owner that a curable violation that does not threaten public health or safety may be cured within a reasonable period, stated by a specific date, to avoid the fine or suspension; tells the owner of the right to request a hearing on or before the 30th day after the notice was mailed; and notes possible Servicemembers Civil Relief Act protections. A violation cured within the period cannot be fined.

If the owner requests a hearing, § 209.007 requires the board to hold it within 30 days of receiving the request, give at least 10 days’ notice of the date, time, and place, and deliver at least 10 days before the hearing a packet of everything the association intends to introduce; a missed packet entitles the owner to an automatic 15-day postponement. Under § 209.008, attorney’s fees are recoverable only after written notice that fees will be charged if the violation continues past a date certain.

Since January 1, 2024, § 209.0061 (HB 614) requires every association authorized to levy fines to adopt an enforcement policy listing the general categories of covenants subject to fines, a schedule of fines for each category, and information about hearings, and to provide that policy to owners. HB 517 (2025) adds a limit: no fines for brown turf during a mandated watering restriction or for 60 days after (§ 202.008).

Architectural review has its own rules in § 209.00505; SB 711 added solicitation and eligibility rules for review-authority members (§§ 209.00506–209.00507).

Condominium associations follow § 82.102(d) instead. Detail: HOA Hearing Rights in Texas, Compliance Before Conflict, and Texas HOA Architectural Review Under § 209.00505.

7. Assessments and Collections

The power to assess comes from the recorded declaration, not from the board’s discretion, and Chapter 209 does not set a statewide cap on regular assessment increases. What the statute regulates is how the association collects:

• Payment plans. An association with more than 14 lots must adopt and record guidelines for alternative payment schedules of at least three months; it is not required to extend a plan beyond 18 months or offer one after the § 209.0064 cure period expires (§ 209.0062).
• Priority of payments. Payments apply first to delinquent assessments, then current assessments, then collection-related attorney’s fees, other attorney’s fees, fines, and other amounts, unless the owner is in default under a payment plan (§ 209.0063).
• Before collection-agent fees. The owner is liable for a collection agent’s fees only after a certified-mail notice itemizing the delinquency, describing payment-plan options, and giving at least 45 days to cure (§ 209.0064). Credit reporting requires 30 business days’ advance notice and a payment-plan opportunity (§ 209.0065).
• Before filing a lien. Since September 1, 2023 (HB 886), the association must send a first delinquency notice by first-class mail or email, a second by certified mail at least 30 days later, and may not file the lien until the 90th day after the second notice (§ 209.0094).
• Foreclosure. No foreclosure on a debt consisting solely of fines or fine-related attorney’s fees (§ 209.009); notice and a 61-day cure opportunity to subordinate deed-of-trust lienholders first (§ 209.0091); and a court order through expedited or judicial foreclosure (§ 209.0092). The owner holds a post-sale right of redemption (§ 209.011).

Detail: HOA Assessment Authority in Texas, The Assessment Delinquency Process in Texas, The § 209.0064 Delinquency Notice, Texas HOA Payment Plans, and Assessment Liens and Foreclosure Under Chapter 209.

8. The Budget

Chapter 209 does not prescribe a budget format or deadline; the declaration and bylaws do. The statute controls the forum. Approving the annual budget or a budget amendment, increasing assessments, and levying a special assessment are all on the § 209.0051(h) list, so each must be decided in an open board meeting noticed to owners — never by email vote. If the governing documents require an owner vote on an assessment increase or special assessment, that vote must be by written and signed ballot (or under adopted secret-ballot rules) under § 209.0058. For condominiums, § 82.102(a)(2) authorizes the board to adopt and amend budgets, including reserves, unless the declaration provides otherwise.

9. The 2025 Session at a Glance

The 89th Legislature’s changes most relevant to boards, each effective September 1, 2025 unless noted:

• SB 711 — architectural review authority solicitation and eligibility (§§ 209.00506–209.00507); condominium website posting of recorded dedicatory instruments (§ 82.1142); expanded condominium management certificates, filed electronically with TREC within seven days of recording, with existing certificates due at TREC by March 1, 2026 (§ 82.116); a $375 cap on condominium resale certificate fees (§ 82.157(f)); and fencing changes under § 202.023.
• SB 2629 — owner meetings by electronic or telephonic means (§ 209.0056(d)); electronic ballot added to the required voting options (§ 209.00592(a-1)).
• HB 517 — no turf fines during mandated watering restrictions and for 60 days after (§ 202.008).
• HB 621 — owners and residents may invite officials and qualified candidates to meet in common areas (§ 202.013).
• HB 431 — confirms that solar roof tiles are solar energy devices under § 202.010 (effective May 29, 2025).

When to Bring in Association Counsel

• Amending the declaration, bylaws, or other dedicatory instruments, or adopting the recorded policies Chapter 209 requires;
• Lien filing, referral to foreclosure, or any collection dispute in which the owner has counsel;
• Enforcement that may lead to suit, or a hearing in which the owner disputes the facts or the covenant’s validity;
• A contested election, recount demand, or director-eligibility challenge;

Tags: Texas HOA board · new director · Chapter 209 · Texas Residential Property Owners Protection Act · Chapter 202 · Chapter 204 · Chapter 82 · TBOC § 22.221 · § 209.0051 · § 209.005 · § 209.00593 · § 209.006 · § 209.0061 · § 209.0064 · § 209.0094 · SB 711 · SB 2629 · HB 614 · HB 886 · HB 517 · HB 621

Disclaimer. This article is published by the Common Interest Community Standards Council for educational and informational purposes only. It is not legal advice and does not establish an attorney-client relationship. Statutory references are intended to support informed governance, not to substitute for advice from qualified Texas legal counsel. The application of the Texas Property Code and the Business Organizations Code to a particular association depends on its governing documents, its specific facts, and the current state of Texas law. CIC-SC, its authors, and its members assume no liability for actions taken in reliance on this content.

Published by the Common Interest Community Standards Council (CICSC). Part of the CICSC Member Education Library. © 2026 CICSC. Educational use permitted with attribution.