How to Remove HOA Board Members Under Texas Property Code

To remove an HOA board member in Texas, you follow the removal procedure in your association’s bylaws; if the bylaws don’t spell one out, Texas Business Organizations Code Section 22.211 applies and the membership can remove a director with or without cause by the same number of votes that elected them.¹ Most Texas HOAs and condominium associations are nonprofit corporations, so the Business Organizations Code supplies the default rules, while Chapter 209 of the Property Code layers on notice and meeting requirements you have to follow to make the vote stick.²

Getting the procedure wrong is the single biggest risk. A court that finds the process defective will typically reinstate the board member, order a new vote, or declare the removal void, and every decision the replacement made in the meantime becomes vulnerable.

Start With Your Bylaws

Read the declaration, the bylaws, and any amendments before anything else. Section 22.211(a) says a director “may be removed from office under any procedure provided by the certificate of formation or bylaws,” so whatever your documents say controls.¹

Look for four things: a petition threshold to force a special meeting (often 10% to 25% of members), whether cause must be stated, the voting threshold, and whether the targeted director has the right to speak before the vote. Every condition in the bylaws is mandatory. Skipping one gives the removed director grounds to challenge the outcome.

The Default Rule When Bylaws Are Silent

If the bylaws don’t cover removal, BOC Section 22.211(b) fills the gap. A director elected by the membership can be removed by the membership, with or without cause, and the removal requires the same number of affirmative votes that were needed to elect that director.¹

This is where removal efforts collapse. People assume a majority of whoever shows up will do. Under 22.211, the threshold is tied to the election, not attendance. If the director was elected by a majority of the total membership rather than a majority of those present, removal takes the same level of support. Pull the election records first and confirm the number.

Notice, Open Meetings, and Quorum

Chapter 209 governs how the meeting and vote have to be run for a residential subdivision with a mandatory-membership association. These rules sit on top of your bylaws and the Business Organizations Code, and they override any conflicting timeline in your governing documents.

Written Notice

Section 209.0056 requires written notice at least 10 days but no more than 60 days before the meeting. The notice has to include the date, time, and location along with the general nature of the matter being voted on. For a mail or electronic ballot conducted without a meeting, notice must go out at least 20 days before the ballot return deadline.³ Missing the notice window is one of the most common reasons a removal vote gets thrown out.

Open Meeting

Section 209.0051 requires regular and special board meetings to be open to owners. Executive session is allowed for narrow categories like pending litigation, contract negotiations, enforcement actions, or confidential communications with the association’s attorney, and any decision reached in closed session must be summarized orally and placed in the minutes.⁴ A removal vote belongs in the open portion, and the director facing removal has the right to be present.

Quorum

Your bylaws define the quorum. HOA quorums are notoriously difficult to reach because most owners don’t attend, so plan for that in advance. If you don’t hit quorum, adjourning and reconvening restarts the notice clock under Section 209.0056.³ Some bylaws reduce the quorum for reconvened meetings; check yours before the first meeting so you have a fallback.

During the meeting, keep detailed minutes: members present, the quorum determination, statements from the director facing removal, the exact vote tally, and the outcome. Those minutes are the primary evidence if the removal is challenged.

Who Can Sign the Petition and Vote

Only property owners who are members of the association have standing to initiate or vote on a removal. Tenants, non-resident family members, and anyone else without ownership status cannot participate. Some bylaws restrict voting further to owners in good standing, meaning current on assessments and not in violation of community rules.

Removal usually starts with a petition. Bylaws commonly require signatures from 10% to 25% of eligible members before the board must schedule a vote. State the purpose clearly on the petition: the signers are requesting a special meeting or vote on the removal of a specific board member. Vague requests give the board room to delay.

The Shortcut: Automatic Removal for a Criminal Conviction

Section 209.00591 creates a separate path that skips the membership vote entirely. If the board receives documented evidence from a government law enforcement database that a director was convicted of a felony or a crime involving moral turpitude within the past 20 years, that person is immediately ineligible to serve and is barred from future board service.⁵ The board documents the evidence, records the removal, and fills the vacancy. No special meeting is required.

Condominium Associations

The Texas Uniform Condominium Act handles this differently. Section 82.103 does not contain a general removal-by-vote provision for unit owners. It does address the declarant control period: while the developer still controls the association, the declaration may allow the declarant to appoint and remove directors at will, and that power terminates no later than 120 days after 75% of the units have been conveyed to non-declarant owners.⁶

Once declarant control ends, removal follows the declaration or bylaws. If neither addresses removal, condominium associations fall back to BOC Section 22.211 the same way HOAs do.¹

What Happens If You Get It Wrong

Texas courts focus heavily on procedural compliance. A removal that was substantively justified but procedurally defective will often be overturned. Typical remedies are reinstating the director, ordering a new vote conducted properly, or declaring the removal void. In a declaratory judgment action, the court may award reasonable attorney’s fees to either party as it considers equitable.⁷

The fallout goes beyond the vote itself. If a court reinstates the removed director, every decision the replacement made becomes legally questionable: contracts signed, assessments approved, policy changes adopted. Courts don’t always unwind every action, but the uncertainty alone can freeze association business for months.

Individuals who organized an improper removal may face personal claims for breach of fiduciary duty or defamation, especially if the campaign included public accusations that turned out to be unsubstantiated. For condominium directors, Section 82.103(f) limits personal monetary liability unless the director breached a fiduciary duty, received an improper benefit, or acted in bad faith.⁶ That protection does not extend to bad-faith or intentional misconduct.

When Removal Is Overkill

A full removal vote is not always the right response. Consider whether one of these fits the situation:

A formal censure resolution recorded in the minutes creates a public record without legal risk and often pressures the director to resign or change course.
A bylaw amendment adding term limits, eligibility rules, or conflict-of-interest provisions addresses structural problems going forward.
Organizing a strong slate for the next regular election may be more practical than a mid-term fight if the term is ending soon.
Mediation can resolve disputes rooted in policy disagreements rather than misconduct.

Removal is the right tool for genuine misconduct or financial mismanagement. For personality conflicts or unpopular decisions made in good faith, one of the alternatives is almost always the cheaper and faster path.

1
State of Texas. Texas Business Organizations Code 22.211 – Removal of Director
2
Texas State Law Library. Property Owners’ Associations – Board of Directors – Section: Removing a Board Member
3
State of Texas. Texas Property Code 209.0056 – Notice of Election or Association Vote
4
State of Texas. Texas Property Code 209.0051 – Open Board Meetings
5
State of Texas. Texas Property Code 209.00591 – Board Membership
6
State of Texas. Texas Property Code 82.103 – Board Members and Officers
7
State of Texas. Texas Civil Practice and Remedies Code 37.009 – Costs