Delaware HOA Board Elections

Section 1 — Overview

Delaware runs its community-association board elections under the Delaware Uniform Common Interest Ownership Act — DUCIOA for short. The act builds on the 2008 model of the Uniform Common Interest Ownership Act, and that choice matters: the 2008 model writes more of the board-governance rules into the statute itself than the 1982 model that states like Colorado and Nevada follow.¹ Delaware codified DUCIOA at 25 Del. C. ch. 81, and it took effect on September 30, 2009.² A condominium created before that date may stay under the older Unit Property Act, 25 Del. C. ch. 22, along with its recorded bylaws.³ Most Delaware associations also incorporate as non-stock corporations under the Delaware General Corporation Law, 8 Del. C. § 101 et seq., which fills the gaps on electing directors, removing them, and handling vacancies whenever DUCIOA and the bylaws say nothing.⁴ Delaware's courts work differently from most states. Governance and election fights usually seek equitable relief, so they go to the Court of Chancery, and appeals run straight to the Delaware Supreme Court because Delaware has no intermediate appellate court.⁵ Delaware is one of just four states that adopted the 2008 UCIOA model — the others are Connecticut, Vermont, and Washington — which makes its election rules more prescriptive than the 1982-model states.¹ The sections that follow lay out the framework, the verified mechanics, and the recent moves in the legislature and the courts.

Section 2 — The election framework

2A. DUCIOA board governance and declarant control

DUCIOA requires the declaration to create an executive board, and § 81-303 both gives that board its authority and guarantees the unit owners the right to elect it.⁶ Section 81-303(c) allows a period of declarant control, during which the declarant appoints and removes board members — but § 81-303(d) forces a phased hand-off. No later than 60 days after the declarant conveys 25 percent of the units that may be created to other owners, those owners must elect at least one board member and at least 25 percent of the board; no later than 60 days after 50 percent conveyance, they must elect at least 33⅓ percent.⁶ Section 81-303(c) then sets a hard stop: declarant control ends no later than the earlier of two triggers — 60 days after 75 percent conveyance in a residential community, or two years after the declarant last offered units in the ordinary course of business or last exercised a right to add units.⁶ At that point, § 81-303(e) requires the owners to elect a board of at least three members, a majority of whom must be unit owners.⁶ DUCIOA also fixes the standard of care — the same degree of care and loyalty Delaware law demands of an officer or director of a corporation organized under Delaware law — and it keeps the core election powers with the owners: under § 81-303(b), the board may not elect its own members or set their qualifications or terms, though it may fill a vacancy for an unexpired term.⁶ Because DUCIOA follows the 2008 model, it puts more of this in the statute than the 1982-anchored UCIOA states and far more than the 1980 Uniform Condominium Act states, while still leaving board size, term length, and similar mechanics to the declaration and bylaws.¹

2B. Applicability, pre-DUCIOA condominiums, and corporate law

Section 81-116 applies DUCIOA to every common-interest community created in Delaware after the September 30, 2009 effective date.² Section 81-119 reaches back to communities that already existed, applying a specific list of provisions — including § 81-303, § 81-306, § 81-308A, § 81-309(a), § 81-310, and § 81-323 — to events and circumstances that occur after the effective date, and it does so without wiping out existing declaration or bylaw provisions.⁷ A small preexisting community of 20 or fewer units may claim an exception under § 81-120.⁷ A condominium created under the Unit Property Act, 25 Del. C. ch. 22, before DUCIOA generally stays under that Act and its bylaws, except where § 81-119 reaches in to extend specific DUCIOA sections; and a condominium created under the Unit Property Act that reserved future expansions keeps those expansion rights under that Act.^2,3 To figure out which statute governs, a manager checks the recording date and asks whether the community opted into DUCIOA by amendment.³ Where DUCIOA and the bylaws both fall silent, the Delaware General Corporation Law, 8 Del. C. § 101 et seq., fills the gaps on electing directors and on terms, removal, and vacancies for associations incorporated as non-stock corporations.⁴

2C. Voting, proxies, and the role of the bylaws

Section 81-310 governs voting and proxies.⁸ A proxy has to be dated, it is void if it claims to be revocable without notice, and it expires one year after its date unless it names a shorter term.⁸ Section 81-310(a) spells out how an owner may cast a vote: "(i) an in-person vote at a meeting, (ii) a proxy vote if the governing documents or law allow for proxy voting, (iii) voting electronically from a source known to the community such as an email address registered with the association, (iv) voting by electronic voting software, (v) signing a petition calling for the amendment, or (vi) signing an amendment to the governing document."⁸ Section 81-310(f) also lets owners act by written or electronic ballot without holding a meeting at all.⁸ When these sources conflict, they fall in a set order: DUCIOA's non-variable provisions come first; then DUCIOA's default rules as the declaration and bylaws modify them; then the unmodified DUCIOA defaults; then the Delaware General Corporation Law gap-fillers; and finally the association's own rules.^4,9 The everyday mechanics — board size, term length, term limits, staggering, and how candidates get nominated — stay with the bylaws under § 81-306(a).¹⁰ Here is the practical takeaway: a manager first confirms whether a community runs under DUCIOA or the Unit Property Act, then reads the bylaws against the governing statute, because a bylaw that conflicts with a mandatory DUCIOA section gives way to the statute.⁷

Section 3 — Election mechanics

Quick-Reference Election Mechanics Table

A. Eligibility and nominations

Once declarant control ends, § 81-303(e) requires a board of at least three members with a majority who are unit owners. This rule binds DUCIOA communities and, through § 81-119, preexisting communities for events after 2009, and it is mandatory.^6,7 Every other eligibility criterion — good standing, residency, conflicts of interest — sits with the bylaws under § 81-306(a)(3) and varies from one community to the next.¹⁰ The statute says nothing about how owners nominate candidates, so the bylaws set that too. Where the bylaws lack a fair procedure, the Delaware Department of Justice's Common Interest Community Ombudsperson publishes a model secret-ballot election procedure that an association may adopt. Under that model, the ballots "shall be mailed by first-class mail or delivered by the Association to every member not less than 30 days prior to the deadline for voting," and the Office supplies monitors and counts the votes when 15 percent of the total voting interest, or 6 unit owners, whichever is greater, petition the Ombudsperson.¹⁵

B. Notice, annual meeting, and quorum

Section 81-308 requires at least one association meeting every year, with notice sent no fewer than 10 and no more than 60 days ahead. This requirement is mandatory, and it covers both DUCIOA communities and, through § 81-119, preexisting communities for events after 2009.^7,11 The bylaws fix the actual election date within the year.¹⁰ Quorum under § 81-309(a) is 20 percent of the votes present in person, by proxy, or by ballot, as long as at least 25 percent of the non-declarant owners are present — and that figure is a default the bylaws may change.¹³

C. Voting methods, proxies, and ballots

Section 81-310 permits in-person voting, proxy voting, electronic voting, and ballots cast without a meeting, and it applies to both DUCIOA and preexisting communities through § 81-119.^7,8 A proxy is void if it is undated or claims to be revocable without notice, and it lasts one year unless it sets a shorter term — a mandatory form requirement under § 81-310(b).⁸ The ballot-without-a-meeting procedure in § 81-310(f) is a default that the declaration or bylaws may limit.⁸ Cumulative voting in director elections is available only when the declaration provides for it under § 81-208(d).¹²

D. Terms, vacancies, removal, and recall

Term length, term limits, and staggering are not in the statute; the bylaws set them under § 81-306(a)(3).¹⁰ Filling a vacancy is statutory: § 81-303(b) lets the board fill a vacancy for the unexpired term unless the bylaws say otherwise.⁶ Removal under § 81-323 is mandatory and controls even when a declaration or bylaw says something different. Owners may remove a director by a two-thirds vote of those present at a meeting that has a quorum, with a special-meeting route as an alternative, and the removal takes effect only if the votes for removal beat the votes against and also exceed one-third of all association votes.¹⁴ During declarant control, owners cannot remove a declarant-appointed member by their vote, and a member appointed under § 81-303(f) can be removed only by the party that appointed him.¹⁴ All of these provisions reach DUCIOA communities and, through § 81-119, preexisting communities for events after 2009.⁷

Section 4 — Recent legislative and judicial activity

A. Recent bills

No bill enacted in the past 24 months touched DUCIOA's board-election, director-removal, or voting provisions. The most recent substantive change to those provisions lands just outside the 24-month window — House Bill 112 of the 151st General Assembly.

B. Recent Court of Chancery rulings

C. Active legislative debates

As of June 2026, no active proposal in the 153rd General Assembly (2025–2026) amends DUCIOA's election, declarant-control, or voting provisions.

Section 5 — National positioning and related coverage

Delaware belongs to the UCIOA family, and within that family — Alaska, Colorado, Connecticut, Vermont, Washington, Minnesota, Nevada, and West Virginia — it is one of only four states that adopted the 2008 model, alongside Connecticut, Vermont, and Washington.¹ That makes Delaware's board-election provisions more detailed than the 1982-anchored states (Alaska, Colorado, Minnesota, Nevada, and West Virginia), even as it still hands term length, board size, and nominations to the bylaws.^1,10 Set Delaware against a prescriptive non-UCIOA state such as California, which runs elections through the Davis-Stirling Act, and the contrast is clear: Delaware leans more on the declaration and bylaws and less on a detailed statewide election code, and its disputes move through the Court of Chancery with a single-tier appeal straight to the Delaware Supreme Court.⁵ For a multi-state operator, that means a Delaware community's election calendar and vote thresholds turn on the bylaws read against DUCIOA — not on a uniform statewide template.

HOA Weekly's Delaware Board Elections coverage updates quarterly as the legislature and the courts act. Federal frameworks — the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the FCC's OTARD rule — also reach Delaware associations no matter what the state framework says.

1. Community Ass'ns Inst., Uniform Common Interest Ownership Act (UCIOA) (1982 version: Alaska, Colorado, Minnesota, Nevada, West Virginia; 2008 version: Connecticut, Delaware, Vermont, Washington) ↩
2. 25 Del. C. § 81-116 (Applicability to new common interest communities; September 30, 2009 effective date), Delaware Code Online ↩
3. 25 Del. C. § 81-103(7) and § 81-119; Unit Property Act, 25 Del. C. ch. 22 (preexisting communities; condominiums reserving future expansions remain under the Unit Property Act), Delaware Code Online ↩
4. 8 Del. C. § 101 et seq. (Delaware General Corporation Law), Delaware Code Online ↩
5. An Overview of the Delaware Court System, Delaware Courts (Court of Chancery hears equity matters; appeals go directly to the Supreme Court; no intermediate appellate court) ↩
6. 25 Del. C. § 81-303 (Executive board members and officers), Delaware Code Online ↩
7. 25 Del. C. § 81-119 (Applicability to preexisting common interest communities) and § 81-120 (Exception for small preexisting communities), Delaware Code Online ↩
8. 25 Del. C. § 81-310 (Voting; proxies), Delaware Code Online ↩
9. 25 Del. C. § 81-203(c) (declaration prevails over conflicting bylaws) and § 81-104 (effect of provisions may not be varied except as permitted), Delaware Code Online ↩
10. 25 Del. C. § 81-306 (Bylaws — number of board members, qualifications, terms, manner of electing and removing, filling vacancies), Delaware Code Online ↩
11. 25 Del. C. § 81-308 (Unit owner meetings — at least one meeting per year; notice not fewer than 10 nor more than 60 days), Delaware Code Online ↩
12. 25 Del. C. § 81-208(d) (cumulative voting for board members only if the declaration provides), Delaware Code Online ↩
13. 25 Del. C. § 81-309 (Quorums — 20 percent default; at least 25 percent of non-declarant owners present), Delaware Code Online ↩
14. 25 Del. C. § 81-323 (Removal of members of executive board — two-thirds vote; special-meeting process; effective only if votes for removal exceed votes against and exceed one-third of total association votes), Delaware Code Online ↩
15. Del. Dep't of Justice, Common Interest Community Ombudsperson, Community Association Voter and Election Services (secret-ballot procedure; ballots delivered not less than 30 days before the voting deadline; monitors provided when 15% of the total voting interest, or 6 unit owners, whichever is greater, petition the Ombudsperson) ↩
16. House Bill 112, 151st Gen. Assemb. (Del. 2021), An Act to Amend Title 25 of the Delaware Code Relating to Common Interest Ownership (signed Sept. 15, 2021; effective Oct. 15, 2021; 83 Del. Laws c. 173), Delaware General Assembly ↩
17. Colston v. Greens at Wyoming Homeowners Ass'n, C.A. No. 2024-0063-CDW (Del. Ch. May 20, 2026) (Magistrate's Report under Ct. Ch. R. 144(b)(1)), indexed at Justia, Delaware Court of Chancery Decisions 2026 ↩
18. Pressley v. Talamini, C.A. No. 2025-0555-SEM (Del. Ch. Aug. 20, 2025) (Senior Magistrate Selena E. Molina), Delaware Courts ↩