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Summary:

At Hideaway’s annual membership meeting, members were asked to ratify actions previously taken by the Board of Directors.

The announced result was:

62 in favor
81 against

The ratification failed.

But before the vote, we repeatedly asked a basic question: What exactly are members being asked to ratify?

We did not receive an answer.

Hideaway’s bylaws say one purpose of the annual meeting is to ratify Board actions from the previous year. They also require meeting notices to identify the subject matter in sufficient detail.

That raises an obvious concern: how can members make an informed decision if they are not told which actions they are being asked to approve?

We also question the voting process.

If the ratification was treated as a binding referendum under Article XII of the bylaws, the Election Committee is supposed to prepare a ballot and conduct the vote.

Instead, the vote was conducted by a show of hands, and Club employee Shannon Reed counted and announced the result.

That does not automatically mean the vote was invalid, but it raises questions about which procedure governed the vote and why a ballot was not used.

Texas Property Code §209.00592 also generally requires HOA members to be given access to at least one non-in-person voting method such as an absentee ballot, proxy, or electronic ballot, unless the governing documents provide otherwise.

We therefore want to know what option was available to members who could not attend the meeting in person.

We also want to know what the failed vote actually means.

A failed ratification does not necessarily erase every Board action taken during the year. But if the membership is asked to ratify those actions, rejection should have some effect or at least require an explanation.

Members deserve answers to several questions:

• What specific actions were included?
• Why were our requests for that information unanswered? S
• hould ballots have been used?
• What voting option was offered to members who could not attend?
• Was the Election Committee involved?
• And what did the Board do after members rejected ratification?

A membership vote should be meaningful.

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Entire Post:

Ratification Rejected, but Questions Remain

At Hideaway's annual membership meeting, members were asked to ratify actions previously taken by the Board of Directors.

The vote failed.

Shannon Reed counted the votes and announced:

62 in favor and 81 against

That means the members who voted rejected the proposed ratification.

But the result is only part of the story.

Before the meeting, we repeatedly asked a very basic question:

What exactly are members being asked to ratify?

We did not receive an answer.

That left us questioning not only what the failed vote means, but whether members were given enough information before voting and whether the voting process itself followed Hideaway's bylaws and Texas law.

What Is A Ratification?

Hideaway's bylaws specifically provide for ratification at the annual meeting.

Article IV, Section One says the annual meeting has two purposes:

1. to give members a formal report about the Club's finances, major projects, and important issues; and
2. to ratify the actions of the Board of Directors since the previous annual meeting.

So ratification itself is not something leadership invented for this particular meeting.

It is written into the bylaws.

But that creates an important question:

What does it mean for members to ratify the Board's actions if members are not told which actions they are approving?

Ratification should be meaningful.

A member cannot make an informed decision about whether to approve past Board actions without knowing what those actions were.

We Asked Before the Meeting

Before the ratification vote, we emailed the General Manager and Board members asking for details about what members would actually be ratifying.

We wanted to know which actions were included.

Those requests went unanswered.

We followed up again.

Several Board members and the General Manager opened our follow-up email, according to the email tracking information we preserved.

Still, we did not receive the requested explanation before the vote.

That concerned us because the question was not complicated.

We were not asking the HOA to predict the future or provide confidential legal advice.

We were asking:

What actions are members being asked to approve?

The Bylaws Require Meeting Notices to Identify the Subject Matter

Hideaway's own bylaws provide another reason members should have received meaningful information.

Article IV, Section Three governs notices of membership meetings.

It requires meeting notice through specified methods and states that the notice must be given in:

“sufficient detail to clearly identify the subject matter involved.”

That language matters.

A general statement that members will be asked to “ratify Board actions” may tell members that a vote is coming.

But it does not necessarily tell them which Board actions they are being asked to approve.

If dozens of decisions occurred during the previous year, members need to understand whether the ratification applies to:

• financial decisions;
• contracts;
• assessments;
• property transactions;
• rules;
• disciplinary policies;
• capital expenditures;
• governance decisions;
• or every action taken by the Board during that period.

We believe members should not have to repeatedly email leadership just to discover what they are being asked to approve.

Did the HOA Have to Answer Our Email?

We want to be accurate about this point.

We have not identified a provision that says the HOA was legally required to personally answer every email we sent asking for ratification information.

But that is different from saying the HOA had no obligation to provide meaningful information.

Hideaway's own bylaws require membership-meeting notices to identify the subject matter in sufficient detail.

And if the vote was being conducted as a binding referendum under Article XII, the bylaws contain even more detailed notice and ballot requirements.

So the more important question is not simply:

Did they have to reply to our email?

It is:

Were members given the information they were entitled to receive before being asked to vote?

We believe that is the issue that needs to be answered.

Was This an Article IV Ratification or an Article XII Referendum?

This distinction is important.

Article IV provides for annual ratification of Board actions.

Article XII separately establishes procedures for binding referenda.

Under Article XII, when the Board calls a referendum, the proposed question must go through a defined process.

The bylaws say the proposition must be drafted by the Bylaws and Rules Committee and must receive a majority Board vote before being posted to the membership.

The proposition must then be posted before the final Board vote to submit it to members.

The bylaws require posting through:

• the Club office;
• the Club website; and
• electronic email to members who provided an address.

Then, after the Board approves the final proposition, the Election Committee prepares a ballot and conducts the membership vote.

That is a much more formal process than simply asking people in the room to raise their hands.

We want the HOA to explain which process governed this particular ratification vote.

Should Ballots Have Been Used?

This is one of our biggest questions.

At the meeting, the ratification was decided through an in-person show-of-hands vote.

We have not concluded that every show-of-hands vote at an HOA meeting is automatically illegal.

Texas law does allow some votes to occur in person.

But several other rules matter.

If This Was an Article XII Referendum

If Hideaway treated the ratification as a binding referendum under Article XII, the bylaws say the Election Committee is responsible for preparing a ballot and conducting the membership vote.

In that situation, we believe Hideaway should explain why a show-of-hands vote was used instead.

Texas Law Also Addresses Ballots

Texas Property Code §209.0058 requires written and signed ballots for certain types of votes, including:

• votes cast outside a meeting;
• Board elections;
• adoption or amendment of dedicatory instruments;
• increases in regular assessments;
• adoption of special assessments; and
• removal of Board members.

The statute does not say that every possible vote held during an in-person meeting must use a written ballot.

So whether §209.0058 itself required a written ballot for this ratification depends in part on what actions were actually being ratified.

That takes us right back to the unanswered question we asked before the meeting.

What exactly was included in the ratification?

If the ratification included actions that Texas law requires to be decided using written ballots, that would matter greatly.

Members Who Could Not Attend Still Had Voting Rights

There is a separate issue even if the show-of-hands vote itself was permissible.

Texas Property Code §209.00592 addresses how HOA members may exercise their voting rights.

As amended effective September 1, 2025, the law provides that owners may vote through methods including:

• in person or by proxy at a meeting;
• absentee ballot;
• electronic ballot; or
• another representative or delegated voting method authorized by the governing documents.

The law further says that, unless the governing documents provide otherwise, an association does not have to offer every method—but an owner must be allowed to vote using at least one of these methods:

absentee ballot, proxy, or electronic ballot.

That provision was already in effect when the ratification vote occurred in 2026.

So we want to know:

What voting option was provided to members who could not physically attend the annual meeting?

If the only way to participate was to be physically present and raise a hand, that raises a significant concern under §209.00592.

Why an Alternative Voting Method Matters

Hideaway has many members.

Not every member can attend one meeting at one specific time.

Some members:

• work;
• travel;
• are elderly;
• are sick;
• have disabilities;
• care for children or family members;
• or may simply be unable to attend that evening.

Those members still own property.

They still pay dues.

They are still affected by Board decisions.

Their voting rights should not disappear because they cannot physically sit in the meeting room.

That is exactly why absentee ballots, proxies, and electronic voting exist.

An Absentee Ballot Has to Explain What Is Being Voted On

Texas law goes even further.

Under §209.00592, when an HOA solicits votes using an absentee ballot, the ballot must contain each proposed action and give the owner the opportunity to vote for or against each proposal.

That requirement makes sense.

You cannot meaningfully vote on an action if you do not know what the action is.

The statute also requires instructions explaining how to return the ballot and contains specific notice language explaining what happens if proposals are amended during the meeting.

That reinforces our concern about the lack of information before Hideaway's ratification vote.

Who Was Supposed to Conduct the Vote?

There is another issue.

Hideaway's Article XII establishes an Election Committee.

The committee is responsible for conducting and supervising elections and referenda.

Among other things, it:

• supervises ballots;
• receives ballots;
• maintains custody of ballots;
• tallies votes; and
• certifies results.

The bylaws also contain an important restriction:

No officer, director, or salaried Club employee may serve on the Election Committee.

Yet at the ratification meeting, Shannon Reed, a Club employee, counted the show-of-hands vote and announced the result.

That does not automatically establish that the vote was invalid.

Again, it depends on what process governed the ratification.

But if this was supposed to be conducted as an Article XII referendum, members deserve an explanation of why the Election Committee did not appear to conduct the vote and why a Club employee counted it.

Why Ballots Matter Beyond Convenience

A ballot does more than allow someone to vote from home.

It creates a record.

With a show-of-hands vote, members are relying on the person counting hands in a room.

With properly controlled ballots, there can be:

• a defined voter list;
• a record of ballots issued;
• a record of ballots returned;
• a procedure for determining eligibility;
• a tally;
• certification of the result; and
• records capable of being reviewed later if the count is challenged.

That is especially important when the vote concerns whether members approve an entire year's worth of Board actions.

The Vote Failed

Whatever questions remain about procedure, the announced result was clear:

62 voted yes.

81 voted no.

The proposal to ratify the Board's prior actions therefore did not receive approval from the members voting.

Hideaway's bylaws provide useful guidance about failed referenda.

Article XII says that when a referendum proposition does not pass: “the circumstances are as though an election was never held.”

Whether that exact provision governs the Article IV annual ratification is something we believe the HOA should explain.

We do not want to overstate what the failed vote legally accomplished.

A failed ratification does not necessarily mean every Board action from the previous year automatically disappears.

Different Board actions may have independent legal authority.

But the failure should mean something.

Otherwise, why ask the membership to ratify the actions at all?

What Did the Failed Ratification Mean?

This remains one of our largest unanswered questions.

If the annual ratification is meaningful when members vote yes, what happens when members vote no?

Does the Board:

• review the actions that were not ratified?
• identify which decisions require corrective action?
• reconsider specific decisions?
• ask counsel to determine which actions remain valid?
• conduct another vote?
• provide members with an explanation?

We have not received a clear explanation.

Simply holding a ratification vote without explaining what was being ratified—or what rejection means—turns the process into little more than a ceremony.

That cannot be the purpose of giving members a vote.

Members Should Have Known What They Were Voting On

This is the part that concerns us most.

Before the meeting, we specifically tried to find out what actions would be submitted for ratification.

We asked.

We followed up.

Our questions went unanswered.

Then members were asked to vote.

We believe the information should have been provided before members were required to make that decision.

At a minimum, Article IV says the meeting notice must identify the subject matter in sufficient detail.

If the ratification was being treated as an Article XII referendum, the bylaws provide a much more detailed process for distributing the proposition and conducting the vote.

And if absentee ballots were used, Texas law would require each proposed action to appear on the ballot.

Members should not have to vote first and learn what they approved later.

What We Want Answered

We believe Hideaway should provide clear answers to the following questions:

• What exact Board actions were submitted for ratification?
• Was there a written list?
• When was that list created?
• Was it provided to members before the meeting?
• Why were our requests for that information not answered?
• Did the meeting notice identify the actions in sufficient detail as required by Article IV?
• Was this vote governed only by Article IV's annual ratification provision?
• Was it also considered a binding referendum under Article XII?
• If it was an Article XII referendum, why was a ballot not prepared by the Election Committee?
• What voting method was available to members who could not attend?
• Were absentee ballots available?
• Were proxies accepted?
• Was electronic voting available?
• If none of those options was available, how did the process comply with Texas Property Code §209.00592?
• Who was responsible for determining voter eligibility?
• Why did a Club employee count the show-of-hands vote?
• Was the Election Committee involved?
• Is there an official certified vote total?
• Are there records supporting the announced 62–81 result?
• What does the failed ratification mean?
• What actions, if any, did the Board reconsider after members rejected ratification?

These questions can be answered with records.

Why This Matters

This issue is not about whether someone supported or opposed the Board.

It is about whether a membership vote is meaningful.

Members should know what they are voting on.

Members who cannot attend should still have the voting opportunities Texas law provides.

The people supervising a referendum should be the people designated by the governing documents.

And once a vote is complete, members should be able to understand both the result and its consequences.

Hideaway asked the membership whether it would ratify the Board's actions.

The membership voting at the meeting said no.

Now members deserve to know exactly what they rejected, whether everyone entitled to vote was given a lawful opportunity to participate, and what the Board did in response.

Sources and Supporting Documents

Hide-A-Way Lake Club Bylaws — Article IV, Meetings of Members
Article IV states that one purpose of the annual membership meeting is to ratify Board actions since the previous annual meeting. Section Three requires membership-meeting notices to be provided through specified methods and says the notice must contain sufficient detail to clearly identify the subject matter involved.

Hide-A-Way Lake Club Public Documents

Hide-A-Way Lake Club Bylaws — Article XII, Elections and Referenda
Article XII creates the Election Committee and assigns it responsibility for conducting elections and referenda, preparing or supervising ballots, tallying votes, and certifying results. Club officers, directors, and salaried employees may not serve on that committee. Article XII also establishes the process for Board-called binding referenda, including advance publication of the proposition and preparation of a ballot by the Election Committee.

Hide-A-Way Lake Club Public Documents

Texas Property Code §209.0058 — Ballots
Texas law requires written and signed ballots for specified HOA votes, including Board elections, votes outside meetings, proposed adoption or amendment of dedicatory instruments, proposed increases in regular assessments, proposed special assessments, and Board-member removal. Whether this requirement applied to Hideaway's ratification depends on what specific actions were included in the proposal.

Texas Property Code Chapter 209

Texas Property Code §209.00592 — Voting; Quorum
As applicable to the 2026 vote, Texas law allows HOA voting through several methods and generally requires owners to be given at least one voting method among absentee ballot, proxy, or electronic ballot unless the governing documents provide otherwise. The statute also specifies what must appear in an absentee ballot solicitation, including each proposed action and an opportunity to vote for or against it.

Texas Property Code §209.00592

Voices of Hideaway — Existing Ratification Record
Our previously published summary records the announced vote as 62 in favor and 81 against and explains that we requested details before the meeting concerning what actions were being submitted for approval.