Delaware HOA Director Qualifications

Section 1: Overview — Who can serve on an HOA board in Delaware

Start with the basic question: who gets to sit on an HOA board in Delaware? The Delaware Uniform Common Interest Ownership Act — DUCIOA — answers part of it by statute and hands the rest to each community’s recorded documents.¹ DUCIOA sets a standard of care and loyalty for board members, lays out a declarant-control transition schedule, fixes who must make up the board once that control ends, and gives owners a vote to remove a director. What it does not do is require directors to certify, cap their terms, or screen candidates beyond that composition rule.² You will find the statute at title 25, section 81-101 and following. It is Delaware’s enactment of the Uniform Common Interest Ownership Act, adopted in 2008 and made effective September 30, 2009, and it follows the 2008 revision of that model act rather than the original 1982 text — which groups Delaware with the later-version states instead of 1982-version states such as Colorado and Nevada.³

The principal board section, section 81-303, lays down a clear command: no later than the end of declarant control, unit owners must elect an executive board of at least three members, a majority of them unit owners.² The removal section, section 81-323, lets unit owners throw out a board member by a two-thirds vote of those present and entitled to vote at a quorum meeting.⁴ Condominiums created before DUCIOA took effect may instead answer to the predecessor Unit Property Act at title 25, section 2201 and following — subject to the DUCIOA provisions that reach back to older communities.⁵

Delaware imposes no statutory director certification or education requirement, no statutory term limit, and no automatic disqualification of delinquent owners or people with criminal histories.² That sets it sharply apart from Florida, where a homeowners’ association director must submit a certificate of completing an approved educational curriculum within 90 days of being elected or appointed.⁶ Beyond the majority-unit-owner rule, eligibility is documentary. The sections below identify, for each rule, where it comes from and which communities it reaches.

Section 2: Where director qualifications come from

2A. What DUCIOA governs

DUCIOA, at title 25, section 81-101 and following, is the operative statute for most Delaware common interest communities.¹ Two sections do the heavy lifting on the board. Section 81-303 (“Executive board members and officers”) sets the standard of care, the declarant-control period and its transition schedule, and the post-control composition rule.² Section 81-323 (“Removal of members of executive board”) supplies the owner-removal mechanism.⁴

On the board, DUCIOA governs four things. First, a standard of care: officers and executive board members must exercise the degree of care and loyalty the association is owed by an officer or director of a corporation organized under Delaware law, and that standard holds regardless of the entity form the association takes. Second, declarant control and its phased unwind: section 81-303(d) requires that non-declarant owners elect at least one member and not less than 25 percent of the board within 60 days after 25 percent of the units are conveyed, and not less than 33 and one-third percent within 60 days after 50 percent are conveyed. Third, the post-control composition rule of section 81-303(e): at least three members, a majority of them unit owners. Fourth, the owner-removal mechanism of section 81-323.²

DUCIOA also leaves several things alone that property managers often expect to find in statute. It sets no director certification or education requirement. It sets no term limit. And beyond the majority-unit-owner composition rule, it imposes no candidate eligibility screen. Section 81-303(b) makes the point directly: the executive board itself may not determine the qualifications, powers and duties, or terms of office of board members. Those belong to the declaration and bylaws, not to the sitting board.²

Delaware adopted DUCIOA in 2008 with an effective date of September 30, 2009, placing it among the states that enacted the later revision of the uniform act.³ For condominiums created before that date, the predecessor Unit Property Act (title 25, section 2201 and following) keeps governing, except where DUCIOA reaches back.⁵ Section 81-119 lists the DUCIOA sections that apply to preexisting communities, and both section 81-303 and section 81-323 are on it. Those sections reach older communities only as to events occurring after the effective date, and they do not invalidate existing declaration or bylaw provisions that do not conflict with DUCIOA; where an existing governing-document provision and DUCIOA expressly conflict, the preexisting provision controls.⁷ The practical test for which statute applies turns on the community’s creation date and whether its documents have adopted DUCIOA.

2B. The corporate-law layer: nonstock corporations under the General Corporation Law

Most Delaware HOAs organize as nonprofit corporations, and their corporate baseline is the Delaware General Corporation Law at title 8, section 101 and following. Delaware has no separate nonprofit corporation act. Nonprofit entities organize as nonstock corporations under the General Corporation Law, and section 114 of that law translates the statute’s stock-corporation terms — stockholders, board of directors, shares — into nonstock terms: members, governing body, memberships.⁸ Section 141 applies to nonstock corporations by its own terms.⁹ DUCIOA confirms the relationship: section 81-326 provides that any association that is a Delaware corporation is also subject to title 8, which governs to the extent it does not conflict with DUCIOA.¹⁰

Section 141 supplies the corporate defaults for the board. Each director must be a natural person. The bylaws fix the number of directors, or set the manner of fixing it, unless the certificate of incorporation fixes it instead. Directors need not be members unless the certificate or bylaws require it, and the certificate or bylaws may prescribe other qualifications. Each director holds office until a successor is elected and qualified or until earlier resignation or removal. Section 141 also carries a default removal rule: a director may be removed, with or without cause, by a majority of those entitled to vote, subject to a for-cause limit for classified boards.⁹ For an association governed by DUCIOA, the removal mechanism of section 81-323 controls where it applies, because section 81-326 makes title 8 yield to DUCIOA wherever the two conflict.¹⁰ The General Corporation Law therefore works as the corporate baseline, filling the gaps the governing documents and DUCIOA leave open.

2C. The declaration and bylaws as the source of other eligibility screens

Beyond DUCIOA’s statutory majority-unit-owner composition rule, candidate eligibility comes from the recorded declaration and bylaws. Section 81-306 requires the bylaws to provide for the qualifications, powers and duties, terms of office, and manner of electing and removing board members and officers, and of filling vacancies.¹¹ That is where any good-standing, residency, or age requirement lives. The order of precedence runs like this: first, the DUCIOA provisions that override the governing documents (the removal mechanism of section 81-323 and the composition rule of section 81-303(e) both apply notwithstanding contrary documents);⁴ then the governing-document provisions themselves; then the General Corporation Law defaults under title 8; then board-adopted rules.⁹ Operationally, a manager vetting a candidate applies DUCIOA’s statutory composition and removal rules where they control and looks to the declaration and bylaws for every other screen — because section 81-303(b) forbids the sitting board from inventing qualifications on its own.²

Section 3: Director eligibility, disqualification, and tenure rules

A. Eligibility to serve

The one statutory eligibility rule is the composition requirement of section 81-303(e): no later than the end of declarant control, unit owners must elect an executive board of at least three members, at least a majority of them unit owners. Source layer: DUCIOA. Applicability: post-DUCIOA communities, and pre-DUCIOA communities too, because section 81-303 is among the sections that section 81-119 applies to older communities.⁷ This rule overrides any contrary governing-document provision that would seat a board without a unit-owner majority.²

Whether an individual director must be a member or unit owner beyond that majority is documentary, not statutory. The minority of seats not filled by unit owners may go to non-owners if the governing documents allow it, and any requirement that all directors be owners would come from the declaration or bylaws under section 81-306,¹¹ or from the certificate or bylaws under title 8, section 141, which provides that directors need not be members unless the documents say so.⁹ Residency, age, and good-standing requirements are documentary in the same way; DUCIOA imposes none. For co-owners, spouses, trustees, and entity representatives, the governing documents control eligibility, and DUCIOA’s voting provision at section 81-310 confirms that an entity or trust owning a unit may designate a person to vote for it — the mechanism by which an entity-owned or trust-owned unit takes part in board service and elections.¹²

For pre-DUCIOA condominiums still under the Unit Property Act, that act carries its own qualification rule: the council — the governing board — consists of natural individuals, all of whom must be either residents of Delaware or unit owners.¹³ That screen is specific to Unit Property Act communities and has no analogue in DUCIOA’s text.

B. Disqualification and removal

The statutory removal mechanism is section 81-323. Notwithstanding any contrary declaration or bylaw, unit owners may remove any board member, with or without cause, by a two-thirds vote of all persons present (in person, by proxy, or by ballot) and entitled to vote at a meeting where a quorum is present. Two exceptions apply: owners may not remove a declarant-appointed member by their vote during declarant control, and only the appointer may remove a person appointed under section 81-303(f). The statute lets owners take up the question at a duly called meeting with a quorum (if the notice flagged the subject) or at a special meeting called for removal, whether or not a quorum is present, using a recess-plus-30-day procedure: after attendees are heard, the meeting recesses, the association notifies all owners, and owners cast votes for or against removal during the 30-day period that follows. The vote math is exact: a member comes off the board only if the votes for removal both exceed the votes against and exceed one-third of the association’s total votes.⁴ Source layer: DUCIOA, overriding contrary documents. Applicability: post-DUCIOA and pre-DUCIOA communities alike, since section 81-323 sits on the section 81-119 list.⁷

Whether delinquency in assessments or a criminal history disqualifies a candidate is, in Delaware, documentary rather than statutory. Neither section 81-303 nor section 81-323 bars a delinquent owner or a person with a criminal record from serving; any such bar must come from the declaration or bylaws.² Conflict-of-interest limits on service likewise trace to the governing documents and to the fiduciary standard discussed below, not to a dedicated DUCIOA disqualification provision.

C. Board composition and terms

Minimum board size and the unit-owner majority are statutory under section 81-303(e): at least three members, a majority of them unit owners, once declarant control ends. Governing documents may require a larger board or add qualifications, but they may not drop below that statutory floor. Source layer: DUCIOA (the floor) plus governing documents (anything above it).²

Term length, staggered terms, and any term limit are documentary. Section 81-306 directs the bylaws to set terms of office,¹¹ and title 8, section 141 supplies the corporate default that a director serves until a successor is elected and qualified or until earlier resignation or removal.⁹ Delaware imposes no statutory term limit, so any limit is whatever the declaration or bylaws specify. The declarant-appointed seats and the phased transition, by contrast, are statutory: section 81-303(c) permits a declarant-control period during which the declarant appoints and removes board members, section 81-303(d) phases in owner-elected seats at the 25 percent and 50 percent conveyance thresholds, and section 81-303(f) caps post-control appointed members at no more than 33 percent of the board and bars the declarant or its affiliate from making those appointments.²

D. Onboarding and ongoing qualification duties

Delaware requires no director certification or education. Nothing in section 81-303 or section 81-306 conditions service on completing a course or filing a certificate,² which is the opposite of Florida, where a homeowners’ association director must, within 90 days of being elected or appointed, submit a certificate of completing an approved educational curriculum.⁶ The source of the Delaware position is DUCIOA’s silence, confirmed by sections 81-303 and 81-306, which set qualifications at the documentary level and nowhere require training.

The ongoing qualification duty that does bind every Delaware board member is the standard of care. Section 81-303(a) requires officers and board members to exercise the degree of care and loyalty the association is owed by an officer or director of a corporation organized under Delaware law, regardless of the association’s entity form.² That statutory standard runs parallel to the corporate fiduciary baseline under the General Corporation Law, which reaches nonstock corporations through section 114 and section 141.⁸ Conflict-of-interest disclosure expectations flow from that fiduciary duty and from any specific provisions in the governing documents, not from a standalone DUCIOA disclosure mandate. Source layers: DUCIOA (section 81-303(a)) and the General Corporation Law (title 8). Applicability: both post-DUCIOA and pre-DUCIOA communities, because section 81-303 reaches older communities through section 81-119,⁷ and because associations that are Delaware corporations fall under title 8 by way of section 81-326.¹⁰

Section 4: Recent legislative and judicial activity

A. Recent bills

No qualifying activity in the period. A review of the Delaware General Assembly’s 2024 through 2026 sessions turned up no enacted or pending bill amending the board, removal, or director-eligibility provisions of DUCIOA (sections 81-303 or 81-323). The last substantive amendment to touch those provisions was House Bill 112 of the 151st General Assembly, signed in 2021, which amended section 81-303(a) to clarify that Delaware corporate law draws no distinction between the duties of a director of a for-profit corporation and those of a director of a nonprofit corporation. That bill falls outside the 24-month window and appears here only to mark the current text of the standard of care.¹⁴ Recent common-interest legislation summarized in the Common Interest Community Ombudsperson’s reporting — proposals on clotheslines, solar panels, and electric-vehicle charging, for example — does not touch director qualifications, board composition, or removal.

B. Recent rulings

One qualifying matter falls within the past 36 months.

No Delaware Court of Chancery or Delaware Supreme Court decision in the past 36 months squarely resolved director removal, eligibility, or statutory board composition under sections 81-303 or 81-323.

C. Active legislative debates

No active proposal in the current General Assembly would alter director qualifications, board composition, or the removal mechanism; recent common-interest proposals have taken up use restrictions and reserves rather than board eligibility or removal.

Section 5: National positioning and related coverage

For director qualifications, Delaware is a moderate-touch, later-version UCIOA state. DUCIOA supplies a statutory standard of care, a declarant-control transition, a majority-unit-owner board-composition rule, and a two-thirds owner-removal vote, but it leaves the other eligibility screens — good standing, residency, age, term limits — to the recorded governing documents.² That places Delaware between heavy-touch states such as Florida, which requires statutory director education or certification and which removes from office, and bars from election, any director charged by information or indictment with a felony theft or embezzlement offense involving association funds,⁶ and light-touch jurisdictions such as the District of Columbia, where director eligibility is largely documentary under the Condominium Act and the nonprofit corporate baseline.¹⁶ For a multi-state operator, the operational point is plain: Delaware’s two-thirds removal vote and its at-least-three-members-with-a-unit-owner-majority composition rule are statutory and override the bylaws, so no one can draft them away.⁴ Delaware’s court structure is distinctive too: governance disputes commonly proceed in the Court of Chancery (equity), money-damages claims go to the Superior Court (law), and appeals from both run straight to the Delaware Supreme Court, with no intermediate appellate court.

HOA Weekly refreshes its Delaware director-qualifications coverage each quarter, as the General Assembly and the Delaware courts act. Federal frameworks rarely dictate who may serve as a director, but Delaware associations still answer to federal law — the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the OTARD rule — in their broader operations.

Footnotes

1. Del. Code Ann. tit. 25, § 81-101 (Short title; Delaware Uniform Common Interest Ownership Act) ↩
2. Del. Code Ann. tit. 25, § 81-303 (Executive board members and officers) ↩
3. Del. Code Ann. tit. 25, § 81-116(b) (Applicability; effective date of September 30, 2009) ↩
4. Del. Code Ann. tit. 25, § 81-323 (Removal of members of executive board) ↩
5. Del. Code Ann. tit. 25, § 2201 (Unit Property Act; short title and applicability) ↩
6. Fla. Stat. § 720.3033 (Officers and directors; director education certificate within 90 days; felony-charge removal and bar) ↩
7. Del. Code Ann. tit. 25, § 81-119 (Applicability to preexisting common interest communities; list including §§ 81-303 and 81-323) ↩
8. Del. Code Ann. tit. 8, § 114 (Application of chapter to nonstock corporations) ↩
9. Del. Code Ann. tit. 8, § 141 (Board of directors; number, qualifications, terms, nonstock corporations, removal) ↩
10. Del. Code Ann. tit. 25, § 81-326 (Delaware corporations subject to Title 8) ↩
11. Del. Code Ann. tit. 25, § 81-306 (Bylaws; qualifications, terms, and manner of electing and removing board members) ↩
12. Del. Code Ann. tit. 25, § 81-310(a) (Voting; entity or trust owning a unit may designate a person to vote) ↩
13. Del. Code Ann. tit. 25, § 2202 (Unit Property Act definitions; “Council” must be residents of Delaware or unit owners) ↩
14. House Bill 112, 151st General Assembly (2021), amending § 81-303(a) and other DUCIOA provisions ↩
15. Kun Jiang v. Haslet Park Homeowners Association, C.A. No. 2023-0780-LM (Del. Ch. Feb. 6, 2026), Post-Trial Final Report ↩
16. D.C. Code tit. 42, ch. 19 (District of Columbia Condominium Act) ↩