Board Membership

 Board Membership Eligibility

September 14, 2024 Board of Directors of Cherokee Shores Owners Association held an All-Association Members' Vote to remove a director from the Board of Directors Elected seat for "charges detrimental to the association".  While we are still trying to figure out what was so detrimental to Cherokee Shores Owners Association that this one member, my husband, did, let's discuss if it's even worth the effort to remove anyone in accordance with Article VI, Section 6 of Cherokee Shores Owners Association Bylaws.

The only reason anyone would try to remove a Board Members based on said section of our Bylaws is to permanently forbid that member to run for a position on the Board.  I guess my husband was on to something if the Association was so eager to remove him, that despite all of our legal arguments they went forth with this unfair and unethical removal. 

There must have been many unfair removals throughout our State because the issue of prohibiting a member from running on the Board of Directors made it all the way into State of Texas legislation, particularly Texas Property Code, Chapter 209, Sec. 209.00591, Board Membership, that states:

(a)Except as provided by this section, a provision in a dedicatory instrument that restricts a property owner's right to run for a position on the board of the property owners' association is void. 

This statute then goes into describing the permissible restrictions, such as: the Bylaws may only require some members to reside within association but not all of them, the Bylaws may require a section representatives to live within the sections they represent, two Board Members can not live together, felony conviction within 20 years and some development period allowances and exceptions. 

My husband tried to reason with the Board of Directors prior to his removal that the removal of the Director in accordance with Cherokee Shores Owners Association Bylaws Article VI, Section 6 is expensive, unnecessary and pointless.  The President and 2024 Board of Directors disagreed.

Why remove a director in the first place?  What I am still trying to make sense of in my head is how much do you have to dislike an individual that only has one vote?  Yes, he may speak up and say things you don't like: truth hurts as they say.  But... He can't hurt your plans.  A Board Member poses less threat than a regular member if you think about it from the perspective of the law.  If the Board Member disagrees it is an internal disagreement and when it's 4 against one there is nothing that Board Member can do, other than speak his/hers opinion or give up and quit. 

An attempt to remove a Board Member within Cherokee Shores costs on average $3500 - that is an average cost of the election in our association that has thousands of members who have to be notified of the upcoming all-association members' vote. 

After that you have to have Quorum of Members Present in accordance with Business Organisation Code for non-profit corporations, which the Association is arguing in Court right now they do not have to have.

And then you are looking at the cost of the lawsuit that may be triggered by a member feeling that he/she was wrongfully removed or for any other reasons and violations, that are no longer internal affairs and fall under the jurisdiction of District Court of the County the Association is located in.  The United States of America Bill of Rights Amendment I protects people's right "to petition the Government for a redress of grievances."  Last time I checked the deductible cost of Insurance Claim for Cherokee Shores Owners Association was around $20,000. 

Removing a director for charges "detrimental" to the Association is unnecessary and financially irresponsible, in other words with current Texas laws it is a complete waste of the Association's money and time. 

One of the objectives of our current lawsuit is to bring our Bylaws in sync with Texas Property Code so we can avoid wasteful removals and other unfair treatment of our members in the future.  

Our Bylaws currently have 2 restrictions in violation of Texas law that prohibit a member from running for a position on the Board.  Our Bylaws state that the member has to be in good standing in order to run and the member can never run for a position on the Board if the member has been removed for acts "detrimental to the Association".

Both of those restrictions should be found VOID in accordance with Texas Property Code, Chapter 209, Sec. 209.00591.  The Association was urged by the Court to conduct a Mediation and the Association has an opportunity right now to do the right thing, stop wasting time and bring the current lawsuit to an end by agreeing to align our Bylaws with State of Texas Law and fix discrepancies within the Bylaws, Restrictions and current Policies of the Association. We shall see...

I urge everyone to look into your rights.  It is not enough to have the laws that protect us, the people have to stand up for their rights and enforce those protections, otherwise we get attorneys saying in Court "these policies have been in place for quite some time" referring to the normality and acceptability of these unlawful practices by the neighborhood as a whole.  If no one speaks up, nothing changes.  If it doesn't bother anyone - it is silently accepted and agreed upon. 

Did you approve of wasting thousands of dollars to remove one harmless director? It is your right to know how much the Association spent on September 14th, 2024 removal of the director.  It is your money that is paying for the Association's attorneys to defend the interests of the few Board Members in Court. 

Do you know your rights?  Do you know where the numbers for your fees come from?  Do you know who came up with fines?  Do you know what happened to the second pool? Do you know where the road fee came from?

Ask questions - that is the only way you may get some answers...  Like The Good Book says: "Ask and you shall receive. "  Happy Independence Weekend to all!!! Don't forget you lose your freedoms if you don't fight for them! 

Right to Vote

 

  It is year 2025 and you would think that we, the social human beings, would evolve by now to the ability of finding purpose and satisfaction in our lives without belittling and exploiting the rights of others.  There is so much talk about emotional intelligence and empathy but all of that gets put aside when money, personal agenda and profit is involved.  Today I want to focus on the Property Owners Association's members' right to vote. 

  It appears that voting rights have been an issue in a lot of associations, because the State of Texas added a provision to Texas Property Code somewhere around 2011 called: RIGHT TO VOTE. 

  Texas Property Code. Sec. 209.0059. RIGHT TO VOTE. (a) A provision in a dedicatory instrument that would disqualify a property owner from voting in a property owners' association election of board members or on any matter concerning the rights or responsibilities of the owner is void.

Here is the link to that Section:

  https://casetext.com/statute/texas-codes/property-code/title-11-restrictive-covenants/chapter-209-texas-residential-property-owners-protection-act/section-2090059-right-to-vote

  Cherokee Shores Owners Association's Bylaws limit that right by saying that only the Members in "good standing" can vote.   Right now this question is up for debate in court.  I could possibly agree with the "good standing" provision if there wouldn't be a law saying otherwise and if I wouldn't know how easy it is to make an account in "good standing" into the account in "bad standing". 

  For years now Cherokee Shores Owners Association has computer glitches where their system (and thinking out of the box we can assume that this system is AI and evolved into having a mind of its own) adds charges to accounts or erases last year payments.  For that purpose alone to prove that you are in good standing I do suggest you keep a thorough record of your payments.  But even if you did pay your bill what stops the Association or its AI from adding one of the dozens of fees they have made over the last several years to keep their members in check, for the greater good of course.  

  Cherokee Shores Owners Association, even though the largest of its kind in Texas, is not the only Association with questionable transparent policies.  In ideal world I believe the Bylaws and Restrictions were not meant to be altered, we buy into these properties with the Bylaws and Restrictions that already exist and changes to these documents undermine what each one of us signed up for. 

  But back to the Voting Rights...  What does it mean when your Bylaws say that only the members in good standing can vote?  What is good standing?  Does it mean you don't owe the association dues or road fees as well, because there were no road fees when these Bylaws and Restrictions were created?  Does it mean you have no fees and fines?  There are no fines and fees mentioned in the governing documents.  Will you still get a notification of the upcoming members' vote if you are not in good standing so you could potentially pay your dues in order to vote?

  Knowing how easy it is for a good member to become a member in "bad standing" I agree with Property Code, that the provision in governing documents that disqualifies the member from voting should be VOID.  All the members of the association should have an equal right to vote either they have money or not, either they didn't pay because they didn't know they need to pay or out of principle.  Too many people in Cherokee Shores don't want to pay their dues and other assessments simply because they don't see any value for the money paid: the parks are underdeveloped and barely maintained, the roads are in bad or no condition to drive on and you can't park at the boat docks.  Is it possible that our voting rights have something to do with the condition of this Association? 

  Positive changes take time and effort.  This Association was not in the condition it is right now from day one - it took a long time to get where we are.  Discouragement, disengagement, life and many other influences contributed to the neglect of this otherwise beautiful land. 

  Did you know that Cherokee Shores Owners Association used to have two pools, members used to be able to park at the boat docks, there was a designated land for dirt storage, there didn't used to be road fee yet the roads were passable, there didn't used to be $10,000 fines and our dues were 36, 48 and 72 dollars a year?  Did you know that the water prices here used to be reasonable?  Do you think any of this has anything to do with our rights to vote and our disregard of those rights?  Do you think that any of this has anything to do with us being busy and not paying attention to who is in charge and what's going on around us? 

  We can't rely on the justice system to solve all of our problems.  Maybe we will get lucky and get some answers maybe we won't.  But I know that we can:

-  We can participate as much as we have time and energy for even if with advice, opinion or ideas, even if all we do is listen and share, even if all we can do is read;

- We can ask questions - there are many unanswered questions within the Association;

- We can join the suit, witness, advocate, speak up and run for open positions;

- And if nothing else we can annoy by simply being...

  I am a nuisance in the eyes of those engaged in running this Association right now.   I am proud to present that I am proud to be a nuisance that can put 3 words together to ask a question that emotionally intelligent people find absurd.  How dare I to question where the numbers of the dues come from?  How dare I ask when the vote was to approve the road fee assessment? How dare I stand in the way of the transparent "agenda" of fees collections for the purpose of another transparent agendas I need not question.   

  Let me remind you that voting rights are extremely important and more people are included in Association voting more people will be engaged and interested with the direction this Association is headed. 

  Actions and inaction of the present are the foundation of the future. 

  Join us in asking questions.  Lets rebuild this community together one question at a time.  Failure is no longer trying and as long as some of us are still trying we can hope for a better future. 

  What ARE your voting rights?

  

  

  

Quorum of Members

Not many people realize what the Quorum of Members is and why it is important. Not all of us know what Quorum is.

In simple words quorum is the amount of people needed to be present at the meeting to make a valid legitimate decision.  When we think of Quorum in the Property Owners Association a lot of us think of the Quorum of the Board of Directors. The Board of Directors has to have a Quorum (or majority) present in order to vote on any decision concerning Association. But did you know that the same is true for the members' vote? Otherwise 3 people would end up making the decisions for thousands, which is where we are now with Cherokee Shores Owners Association.

  

  The Association should not be able to hold a members' vote concerning any decisions that the members of the Association have the right to vote on without a Quorum of the Members present during such vote.  Nevertheless Cherokee Shores Owners Association has managed to sell land belonging to the association, eliminate amenities of the association (like the second pool), change restrictions, raise dues, add special assessments, change the name of the association and remove the director of the association without an approval of the majority of the members. 

  Why are such actions permitted and acceptable?  Unfortunately the answer is quite simple: the members are too busy with their lives to pay attention and participate. Those of us who do dare to speak up against such actions get tied up in long litigation and fight the legal system's technicalities without any help.

  Importance of a simple-majority and quorum in democratic society has been recognised since 1700’s.  However with the growth of complexity in our laws the remaining debate is the size of the quorum.  I found quorums of the members differ from simple majority all the way to 10% of the voting power of the membership; but Cherokee Shores goes a step further and is debating in Court right now, that we can have a Quorum as low as “the amount of members present during a meeting”, which in short could be as low as one member.  If the Board of Directors voted in favor of something and the same Board or only one of them showed up during the members’ vote and voted yes - the decision has been made.  Since our Board of Directors is made up of the members of the Association they don’t need any members to show up to make a valid decision according to their present position. 

  On October 3rd, 2024, an attorney on retainer for Cherokee Shores Owners Association sent a letter addressed to one of the members (who brought up the issue of the Quorum to the association’s Board and the President) saying that the Association is not prohibited to hold a members’ vote without a quorum of members.  This is a very dangerous statement!  

  Because of that statement we are in Court right now trying to establish the Quorum of the Members necessary to be present for Cherokee Shores Owners Association members’ vote to be valid.  There is no doubt in my mind that the Quorum has to be present and the Quorum has to exist.  And if not for the legal “mambo-jumbo” we have to go through to even be heard by the Judge this issue would have been solved already.  Yet…no attorney means: “pray to God for a miracle and be patient”. 

  What is Cherokee Shores Owners Association’s Quorum of the Members?

  I read our Bylaws, new and old Restrictions and Articles of Incorporation and I have not found any definition of Quorum of Members.  There is however a reference in our Bylaws to Robert’s Rules of Order:  Article III, Section 2. Parliamentary Rules. “Except as may be modified by the Board of Directors by resolution establishing, modified procedures, Robert’s Rules of Order (current edition) shall govern the conduct of the Association’s proceedings when not in conflict with Texas Law, Articles of Incorporation, or these by-laws.”

  Because I read new and old restrictions and I know that the numbers of the dues were withdrawn from the restrictions at some point of time and in 2019 there was road fee added and other restriction changes, I can not take any of the statements in our Bylaws and Restrictions as 100% true.  Nevertheless… present Bylaws tell us that we are to be governed by Robert’s Rules of Order and the minimum Quorum of Members who must be present at the meeting for business to be validly transacted in Robert’s Rules of Order 12th Edition, Chapter II, paragraph 3:3, Quorum of Members, Page 19, line 6 down states: “...In the absence of such a provision in a society or assembly whose real membership can be accurately determined at any time - that is, in a body having an enrolled membership composed only of persons who maintain their status as members in a prescribed manner - the quorum is a majority of the entire membership, by the common parliamentary law.”

  I can only speculate that if the Quorum of Members was included in our governing documents it may have been silently removed to make things “easier” to pass, like the dues amounts were removed from the restrictions.  Whoever removed the dues amounts made a rookie mistake in leaving the numbers in one of the Sections of the Restrictions they filed with Henderson County in 2019.  You can find those numbers in current Subdivision Restrictions, Section D Lots 83-155, 867-909, Paragraph 12.  Those numbers match the numbers in the original Restrictions for all the sections of Cherokee Shores Owners Association.  Follow the link below:

https://cherokeeshores.org/wp-content/uploads/2023/12/SECTION_D_83-115_867-909.pdf

  So why is the Quorum of the Members so important?  Because a couple of the Board Members should not be able to change governing documents and make decisions on behalf of all the members without majority of the members approval - that is the fundamental rule of democracy.

  Even if we forget about the democracy and parliamentary rules, our particular Association is incorporated as a non-profit corporation, and non-profit corporations have to follow Texas Business Organization Code, Title 2. Chapter 22, Section 22.159. Quorum of Members, which says: “(a) unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum. (b) The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the certificate of formation or bylaws.”

  And here we are… fighting in Court again for the obvious rights.  Thanks to insurance, board members get to enjoy paid attorneys to “protect” their right to free will decision making on behalf of the members of the Association.  Until members of this Association take their rights back the rates will keep going up, the fees will pop up out of nowhere and those that can’t just pick up and move will pay the ultimate price.

  Ask questions and participate.  Find out today what is the Quorum of Members for your Association.  Enforce the Quorum of the Members during decision making votes and stay engaged!  

So...

What is the Quorum of the Members in Cherokee Shores Owners Association?

Out of approximately 2700 members will we continue letting it be 1 member?...

  

  

  

Who is in charge?

    When I just moved into Cherokee Shores Subdivision I easily figured out who was in charge by going on the website of the Association.  Pictures of the Directors and the President were posted for everyone to see.  At the time I thought it was over the top but now, I kind of miss that.  Now, I can't find any information on the Association's website as to who the Directors are, who is the President at the moment and what are the open positions or how many directors do we have at this time.  

   Not only is this information not available on our website, but it is also currently different in all legal documents the Association is obligated to file with the State and the County.  According to the search I conducted on February, 20, 2025, Secretary of State records indicate that the last document filed with them was a Certificate of Amendment, filed March 25, 2024.  It was an amendment to change registered agent to: Vincent V. Perucca Jr, with registered agent's address: 7110 Aztec Dr., Mabank, TX, 75156.  You may ask why would this be important?  

   A registered agent serves as the official point of contact for a corporation, legally required to receive and forward all legal documents on behalf of the company, ensuring that the business is notified of legal matters and remains compliant with state regulations.  It is a designated person that can be served with legal papers if a lawsuit is filed against the corporation. 

  Non-profit corporations, like Cherokee Shores Owners Association have to also file a periodic report with the updated list of Directors, President and Officers of the Corporation.  Last time Cherokee Shores filed this update was July 26, 2023. Since that time there have been 2 elections and many changes in Directors.

  To find Secretary of State records you would need to create an account and pay 1 dollar every time you do a search.  If you are interested in doing more research there, here is the link: 

https://direct.sos.state.tx.us/acct/acct-login.asp

Texas Real Estate Commission has been put in charge of keeping the website for home and property owners associations' Management Certificates which supposed to contain management information, locations of the recorded legal documents and other data, like transfer fees for example. Here is the link to Cherokee Shores Owners Association's TREC records:

https://www.hoa.texas.gov/management-certificates-search?combine=&hoa_county=HENDERSON&hoa_city=&zip=75156

 According to the last uploaded Management Certificate on TREC's website our President is Vincent Perucca. The link to that document is:

https://drive.google.com/file/d/1KtHgQK-TgyKTHXbbXnD4zXL4ZSIWBj81/view?usp=sharing

  We can also seek for Management Certificates in county records, where they should be filed within 30 days of the change in information.  The last uploaded Management Certificate in Henderson County Property Records states that our President is Karen Sanders.  The link to that document is below: 

https://hendersoncountytx-web.tylerhost.net/web/document/DOC436S25?search=DOCSEARCH352S3

Three different sources lead me to three different answers.  So the question remains the same: Who is in charge? 

  The leading questions are: Who is in charge of updating all these documents?  Why are some documents updated and some are not?  Why TREC information not match Henderson County information?  Why is there no record of current Directors and Officers on the Secretary of State website? 

  POA is only as good as the members that are running it.  As members we have a responsibility to keep our community strong by direct participation.  "Unidentified" members in charge right now do not have to be in charge forever.  

  Participate.  Ask questions.  Share the answers.  Stay informed and inform others. 

  My answer to "Who is in charge?" is: "The members".  It is our lack of engagement in the politics of our community that causes the same people to be on the Board.  Those who do not run for positions cannot be elected and without competition there is no change.  

Some of us have more time.  Some of us have less time.  All of us have something going on in our lives that is more important than this POA and its inner politics, but... 

... those of us who made it our home should also try to make the "business" of the Board of Directors our "business" and continue to ask questions...

   

Where do I begin?

   Cherokee Shores Owners Association is a community with approximately 4200 lots.  Last time I checked in 2022 this association had approximately 2700 members.  There are a lot of undeveloped lots within the association which makes this land very attractive to investors.

2024 has been quite a year here in Cherokee Shores and I have discovered a lot of interesting information I never thought could possibly be in question.  

...it all started with me buying 2 lots...

   I bought 2 lots from an investor that had 3 lots.  When I reached out to the association to transfer the property to my name I was told that I have to pay for 3 lots, road fee and late fees of the owners that were still current owners of the association with the remaining one lot within Cherokee Shores Subdivision.  I expressed my disagreement but paid the money to be able to transfer the property to my name.  I didn't feel that what the office was telling me was right and I reached out to the association via email.  The President of the Association answered that what happened to me was the policy of Cherokee Shores for all transactions of this type.  

   Till this day, I am not sure what that means - "transactions of this type".  Is it because of who I am?  Is it because of who the seller was?  What i do know for sure is that I bought 2 lots and I had to pay for 3 lots, with the existing owner of the third lot still being a member of the association. 

   I started reading our Bylaws and Restrictions and I found that some restrictions have the numbers of the dues to be paid and some don't.  I did not find any provision authorizing the association to charge their members fines and I found that our older restrictions are different from the ones that are posted online and all that brought me to the question: where do I begin?...

   I am starting this blog to investigate Cherokee Shores Owners Association.  I have questions that the "Association" does not want to answer.  Here is my opening question: Who is Cherokee Shores Owners Association?

   The leading questions are: Who is in charge?  Is it the Board?  Is it the President?  Do the members have any say so?  Do the members ever participate in any major decision making within this association?  Is the "Association" allowed to make the major decisions without the approval of its members?

Who is Cherokee Shores Owners Association? 

Did you know that Board Members and Officers of the Association do not carry any personal liability unless you can prove in Court that they are knowingly breaking the law?  Did you know that as a Board Member or an Officer you get an automatic attorney on behalf of the association? Do you know that those attorneys are paid for by the insurance of the association and will fight against any member on behalf of the few that are on the Board? 

The association is fighting in Court right now not to answer any of my questions.  They are stalling the discovery of the important documents, they are fighting against Court Declaration of the Quorum of the Members needed for the decision making vote of the Association to be valid.  They are fighting against following the property code and expanding voting rights of the members and much, much more...

Did you authorize these actions?  What are they really fighting for?  

The Association is fighting in Court right now for the ability to do whatever the few on the Board want!

I encourage every one who reads this post to participate in any and every way possible to get Cherokee Shores Owners Association back to being a neighborhood.  Did we lose our humanity along the way that we think of our neighbors as dues and numbers?  What happened to us?  What happened to our humanity?  What do we really collect and need all these dues for?  Is it the power and greed that motivates this community? What about the well being of the neighborhood as a whole?

I encourage everyone to put their resumes in for the upcoming elections in 2025.  And I encourage everyone to vote for someone you have not voted for before.  Change is needed and change is only possible by allowing different views and perspectives.  I myself will be running for the President of this Association this year and I hope to see you all run with me or against me for any open positions available.  Lets have debates, conversations and honest opinions!  Lets talk and ask questions!  I want to know why we are paying the dues we are paying if there is no record of any members' votes in Henderson County to approve any of those dues increases.  I want to know... and I have a lot of questions.  But I am willing to investigate and to tell all of you what I have learned so far. 

So this is where I begin.  What do YOU want to know?