Board Meeting re: Updating the Bylaws – 10/28/2021

As we have reported in the past, the Board has been updating the GPOA By-Laws to adhere to current State regulations. We have done this with the help of legal counsel to ensure that the document accurately reflects current State law, including actions taken at the most recent session of the State Legislature. (Note that our By-Laws have not been updated since the establishment of Goldenwood in 1983.) In general, By-Laws are the rules adopted by a non-profit corporation to provide for its management and administration. A copy of our draft amended By-Laws is attached and is available here. Once adopted, they will be re-posted on our website and filed with Hays County. Under current State law, an HOA Board is authorized to adopt their By-Laws by majority vote of the Board.  We expect to adopt these By-Laws at a meeting scheduled for October 28, 2021. Attached to this email is a copy of the proposed updated By-Laws, and an agenda for the 10/28/2021 meeting.  Also, below the signature of the email is the  Zoom meeting invitation.

In general terms, these new By-Laws reflect the following changes:

  • Eliminates language related to creation and founding of the GPOA that is no longer relevant
  • Requires Board candidates to be property owners within Goldenwood
  • References and brings into alignment with current laws items such as meeting notice timeframes
  • Includes specific language about the election process as required by state Texas Property Code Chapter 209.0052 and .0057 related to voting, required vote, absentee ballots, tabulation of ballots, proxies, etc.
  • Clarifies that during the election of Board Members, those candidates receiving the most votes are elected, eliminating the possible misunderstanding that for a candidate to be elected they must receive a majority vote of those voting in order to be elected
  • Reduces the number of signatures required on a Members’ petition to require the Board to call a Special Meeting of Members (from 50% to 25% of total lot owners)
  • Lowers the quorum requirements for regular Member meetings from 50% to 20% (this will mostly affect our annual meeting where the current quorum requirement is so high that it forces a second meeting every year)
  • Allows for the levying of fines for violations of the official GPOA rules and regulations

The GPOA, like most other Texas POA/HOAs, has always been set up as a Non-Profit Corporation that operates as a representative democracy. The Owners/Members elect a Board of Directors to govern and administer the affairs of the GPOA, and the Owner/Members are not directly involved in those tasks. Ownership of property within the GPOA grants Membership. The By-Laws provide ‘open government’ requirements providing rights to Owner/Members to be informed about actions of the Board. The GPOA’s founding documents and State Law related to the operation of the GPOA define two different classes of meetings related to how the GPOA manages itself and conducts business: 1) Membership Meetings, and; 2) Board of Directors Meetings.  A brief description of each follows:   

  1. Membership Meetings 

There are certain actions that require the vote of the Membership.  The most fundamental action for the Membership is to elect Board of Director candidates at the Annual Members’ meeting.  There are a few other actions, most notably, changing the Articles of Formation as was done at the last annual meeting, approving a special assessment or recreational facilities, and removing a Board member (requiring approval by 67% of all lots). 

  1. Board of Directors Meetings

These are the usual meetings during the year related to the general administration of the GPOA, where the Membership has no direct vote in the actions taken by the Board.  In general, the meetings of the Board are open and Membership comments may be taken, but the Members have no vote in the general business of the Board. 

If you have any questions regarding these amended By-Laws, please contact the Board and/or attend the open Board meeting via Zoom on October 28 at 7:00 pm. 


  1. 7:00 PM – Welcome, Call to Order and Establishment of Quorum
  2. 7:05 PM – Open Forum for Property Owners

The floor is open for Property Owners wishing to speak. Property Owners wishing to speak are encouraged to sign up pre-meeting. After being recognized by the Board President or Designee, speakers are allowed three (3) minutes to speak, which the Trustees may extend.

  1. Discussion and Possible Action related to the following topics– Adoption of the updated and amended By-Laws
    – Holiday Lighting
    – Update on GPOA Lawsuit
    – Review of Outstanding Bills and Accounts Payable – 2021 Dues Payments and Collections Update
  2. New Business– Board Activities
  3. Motion to Adjourn
  4. Executive Session*

Zoom Information:

Topic: GPOA Board of Trustees Meeting 
Time: Oct 28, 2021 07:00 PM Central Time (US and Canada)

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Meeting ID: 825 4458 3924
Passcode: 141398
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