Texas-Licensed Attorney Needed – POA / UNA vs Unauthorized Corporation Cleanup & Legal Opinion

Hourly Rate: Please quote hourly rate Estimated Time: ~20–40 hours (see scope below) Location Requirement: Texas-licensed attorney (required) Project Overview We are seeking a Texas-licensed attorney with experience in property owners associations (POAs), unincorporated nonprofit associations (UNAs), Texas Business Organizations Code, and nonprofit/corporate governance to review and untangle a complex situation involving an unauthorized nonprofit corporation that was created without the POA’s authority. Two board members, acting without authorization or knowledge of the association, filed a nonprofit corporation in May 2024 using the same name as our long-standing Texas unincorporated nonprofit association (UNA). The existence of this corporation was not disclosed to property owners until September 2024. Those individuals acted under serious legal misconceptions, believing they could unilaterally “make the POA legal.” We are currently pursuing judicial dissolution of the unauthorized corporation in the 258th District Court (Trinity County, Texas), but we need a qualified Texas attorney to quantify the scope of remediation, assess legal exposure, and provide a clear written legal opinion regarding the legitimacy and continuity of the UNA. Key Issues to Review The attorney will be asked to review documents and provide legal analysis relating to: CC&Rs and original governing documents establishing the POA as a Texas unincorporated nonprofit association Unauthorized nonprofit corporation formation (filed 2024 using the UNA’s name) Unauthorized bylaw amendments filed with the county clerk altering board structure Texas franchise tax filings made by the unauthorized corporation Federal income tax filings for 2021, 2022, and 2023 submitted under the corporate identity but using UNA financial data Business credit reports showing commingled identity between the UNA and corporation Unauthorized fundraising: Two "charity" events run by the corporation, raising funds in the UNA's name - neither the corporation nor the UNA is a charity Separate fundraising website and Zeffy account setup by corporation raising money in UNA's name Funds deposited into the UNA’s bank account Statements made to property owners claiming: The corporation was the “only legitimate entity” and "Dues must be paid to the corporation" Legal consequences of board members acting ultra vires Deliverables Requested: Legal review and written opinion addressing: Whether the POA was legally valid as a UNA before the corporation existed Whether the UNA remains legally valid despite the unauthorized corporate actions The legal effect (or lack thereof) of the unauthorized filings and amendments Remediation roadmap outlining: What filings should be corrected, disclaimed, or unwound What notices should be issued to property owners Risk exposure for the legitimate association Time and cost estimate for full disentanglement and cleanup Optional (bonus): Draft language suitable for sharing with property owners Required Qualifications Active Texas bar license Experience with: POAs / HOAs Texas UNAs (BOC Chapter 252) Nonprofit and corporate governance Ultra vires acts and unauthorized filings Comfortable reviewing tax filings, Secretary of State records, and county clerk filings To Apply, Please Include Your Texas bar number Relevant experience with POAs, UNAs, or nonprofit governance disputes Your hourly rate A brief estimate of how many hours you believe this engagement would take (break this out into milestones). This project is estimated to start February 2026 Apply tot his job Apply To this Job