ATTORNEY GENERAL OF TEXAS 

GREG ABBOTT 

The Honorable John E. Davis 

Chair, Committee on Economic 

and Small Business Development 

Texas House of Representatives 

Post Office Box 2910 

Austin, Texas 78768-2910 

Dear Representative Davis: 

January 23, 2012 

Opinion No. GA-0908 

Re: Whether the members of the board of trustees 

of the Clear Lake City Community Association 

may hold a meeting by means of a telephone 

conference call (RQ-0989-GA) 

You ask whether members of the board of trustees of the Clear Lake City Community 

Association (the "Association") may hold a meeting by means of a telephone conference call.I 

As you indicate, since 2007, a property owners' association in a county with a population of 

2.8 million or more, like the Association at issue here, has been, under particular circumstances, 

subject to the Open Meetings Act (the "Act") "in the same manner as the governing body of a 

governmental body." TEX. GOv'T CODE ANN. § 551.0015(b) (West Supp. 2011). The Act 

authorizes a governmental body to conduct a meeting by telephone conference call only under 

specified, limited conditions. Most governmental bodies may hold a meeting by telephone 

conference call only if "(1) an emergency or public necessity exists within the meaning of Section 

551.045 of this chapter; and (2) the convening at one location of a quorum of the governmental body 

is difficult or impossible; or (3) the meeting is held by an advisory board." Id. § 551.125(a) (West 

2004). You do not suggest that any of these circumstances are relevant to your question. 

You first ask whether the attendance by one member of the Association's board by means 

of a telephone conference call would implicate the Act. In a prior opinion that relied on previous 

attorney general opinions, this office declared that "if a quorum of a commissioners court appears 

at the meeting location, section 551.125 does not authorize other members to participate from other 

locations by telephone conference call." Tex. Att'y Gen. Op. No. JC-0352 (2001) at 4. See also 

Tex. Att'y Gen. Op. Nos. JC-0194 (2000) at 2 (concluding that Act does not permit a governmental 

body to allow a board member to participate in a regular meeting by telephone); DM-207 (1993) 

I Letter from Honorable John E. Davis, Chair, House Committee on Economic and Small Business Development, 

to Honorable Greg Abbott, Attorney General of Texas (July 22, 2011), https://www.oag.state.tx.us/opin/index_rq.shtml 

("Request Letter"). 
The Honorable John E. Davis - Page 2 (GA-0908) 

at 3 (noting that the Act assumes that "members will be physically present at the location designated 

in the notice"); JM-584 (1986) at 7 (concluding that a meeting conducted by teleconference call 

among geographically dispersed board members is not "open to the public" as required by the Act). 

We conclude that the Association would violate section 551.125 of the Act by permitting one 

member of its board to participate in a meeting by telephone conference call. 

Certain statutes outside the Act authorize specific entities subject to the Act to hold their 

meetings by telephone conference call or similar telecommunications device. For example, section 

322.003 of the Government Code declares that "[a]s an exception to Chapter 551 and other law, if 

a meeting is located in Austin and the joint chairs of the [Legislative Budget Board] are physically 

present at a meeting, then any number of the other members of the board may attend the meeting by 

use of telephone conference call, video conference call, or other similar telecommunication device." 

TEX. GOV'T CODE ANN. § 322.003(d) (West Supp. 2011). Other statutes specifically permit various 

governmental bodies to hold their meetings by telephone conference call if certain conditions are 

met. See, e.g., TEX. AGRIc. CODE ANN. § 62.0021(a) (West 2004) (State Seed and Plant Board); 

TEX. FIN. CODE ANN. § 11.106(c) (West 1998) (Finance Commission); TEX. GOV'T CODE ANN. 

§ 501.139(b) (West 2004) (Correctional Managed Health Care Committee). Thus, the Legislature 

knows how to authorize a telephone conference call under particular circumstances. You point to 

no statute, and we are aware of none, authorizing an entity such as the Association to hold its board 

meetings by telephone conference call. 

You ask, however, whether two provisions of the Business Organizations Code (the "Code") 

furnish authority for the Association's board members to hold their meetings via telephone 

conference call. Request Letter at 2. You note that the Association is a nonprofit corporation 

"originally formed under the Texas Corporation Act, now re-codified as the Texas Business 

Organizations Code." Id. The statutes provide, in relevant part: 

(a) Subject to this code and the governing documents of a 

domestic entity, the owners, members, or governing persons of the 

entity, or a committee of the owners, members, or governing persons, 

may hold meetings by using a conference telephone or similar 

communications equipment, or another suitable electronic 

communications system, including videoconferencing technology or 

the Internet, or any combination, if the telephone or other equipment 

or system permits each person participating in the meeting to 

communicate with all other persons participating in the meeting. 

TEX. Bus. ORGS. CODE ANN. § 6.002(a) (West 2010). 

Subject to the provisions of this code and the certificate of 

formation and bylaws of a corporation, a meeting of the members of 

a corporation, the board of directors of a corporation, or any 

committee designated by the board of directors of a corporation may 
The Honorable John E. Davis - Page 3 (GA-0908) 

[d. § 22.002. 

be held by means of a remote electronic communications system, 

including videoconferencing technology or the Internet, only if: 

(1) each person entitled to participate in the meeting consents 

to the meeting being held by means of that system; and 

(2) the system provides access to the meeting in a manner or 

using a method by which each person participating in the meeting can 

communicate concurrently with each other participant. 

Section 6.002 of the Code is applicable generally to any "domestic entity" subject to this 

Code. See TEX. Bus. ORGS. CODE ANN. § 6.002 (West 2010). Likewise, section 22.002 of the Code 

applies to any meeting of the members or board of directors of a "corporation," defined as "a 

domestic nonprofit corporation subject to this chapter." [d. §§ 22.001 (defining "corporation"); 

22.002 (allowing meetings by remote communications technology). These provisions of the Code 

are globally applicable to an entity like the Association, irrespective of the applicability of the Act. 

On the other hand, section 551.0015 of the Act specifically declares a "property owners' 

association," like the one that is the subject of your request, to be subject to the Act "in the same 

manner as ... a governmental body." See TEX. GOV'T CODE ANN. § 551.0015 (West Supp. 2011). 

Moreover, section 551.125 imposes strict limitations upon any telephone conference call conducted 

by a governmental body. As a result, the general provisions of the Code that allow the Association, 

as a domestic entity or corporation, to hold a meeting by telephone conference call conflict with the 

specific provisions of chapter 551 that restrict the authority of the Association, as a governmental 

body, to hold a meeting by telephone conference call. The Code Construction Act provides that, in 

the event of conflict between a general and a special provision, the special provision prevails, "unless 

the general provision is the later enactment and the manifest intent is that the general provision 

prevail." [d. § 311.026(b) (West 2005). City o/Waco v. Lopez, 259 S.W.3d 147, 153 (Tex. 2008) 

("In determining legislative intent, we are . . . guided by the principle that a specific statute will 

ordinarily prevail over a general statute when the two cannot be reconciled."). Because, in this 

instance, sections 551.0015 and 551.125 of the Act are more specific provisions than either section 

6.002 or section 22.002 of the Code, sections 551.0015 and 551.125 prevail. It follows that 

members of the board of trustees of the Association may not hold a meeting by means of a telephone 

conference call, except in the limited circumstances described in section 551.125 of the Government 

Code. 
The Honorable John E. Davis - Page 4 (GA-0908) 

SUMMARY 

The members of the board of trustees of the Clear Lake City 

Community Association, a "property owners' association" as defined 

in the Open Meetings Act, chapter 551 of the Government Code, may 

not hold a meeting by means of a telephone conference call, even if 

only one member so participates, except in the limited circumstances 

described in section 551.125, Government Code. 

DANIEL T. HODGE 

First Assistant Attorney General 

DAVID J. SCHENCK 

Deputy Attorney General for Legal Counsel 

JASON BOATRIGHT 

Chair, Opinion Committee 

Rick Gilpin 

Very truly yours, 

Assistant Attorney General, Opinion Committee