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Texas Property Code - Section 82.103. Board Members And Officers

Legal Research Home > Texas Laws > Property Code > Texas Property Code - Section 82.103. Board Members And Officers

§ 82.103. BOARD MEMBERS AND OFFICERS.  (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.
	(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.

Added by Acts 1993, 73rd Leg., ch. 244, § 1, eff. Jan. 1, 1994.            

Last modified: August 11, 2007