5.4 Location of Membership Meetings
In general, there are no limitations on where Membership Meetings are held. The Texas Corporation Law authorizes a Nonprofit Corporation HOA to hold Membership Meetings in or outside the state as provided by or fixed in accordance with the Articles of Incorporation or Bylaws of the Nonprofit Corporation HOA or as agreed to by all persons entitled to notice of such meeting.1 In the event the location of Membership Meetings is not established by a Nonprofit Corporation HOA’s Articles of Incorporation or Bylaws, and no agreement on location of the meeting can be reached by all persons entitled to notice of such meeting, then the Membership Meeting may only be held at the registered office of such Nonprofit Corporation HOA.2
In addition, while almost all Homeowners will attend Membership Meetings of a Homeowners Association either in person or by proxy, the Texas Corporation Law authorizes Nonprofit Corporation HOAs to hold Membership Meetings by using a conference telephone or similar communications equipment, or other suitable electronic communications system (including videoconferencing technology or the Internet or any combination thereof), so long as the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.3 If voting is to take place at a Membership Meeting where one or more Member-Homeowners is attending by telephone or other equipment or system, the Nonprofit Corporation HOA must implement reasonable measures to verify that every person voting at the Membership Meeting by means of remote communications is sufficiently identified and to keep a record of any vote or other action taken at such meeting.4
1 Tex. Bus. Org. Code § 6.001(c).
2 Tex. Bus. Org. Code § 6.001(b).
3 Tex. Bus. Org. Code § 6.002(a).
4 Tex. Bus. Org. Code § 6.002(b).