Indiana HOA Board Elections

Section 1: Overview — How board elections are governed in Indiana

Indiana governs condominium board elections one way and homeowners associations another, and neither approach spells out a full election code. The Indiana Condominium Act, codified at Ind. Code § 32-25 and folded into Title 32 by the 2002 property-law recodification, governs condominiums that record a declaration under the article.¹ The Indiana Homeowners Associations Act, at Ind. Code § 32-25.5, covers associations established after June 30, 2009 (and earlier associations that opt in). It sets requirements for budgets, meetings, records, member access, and dispute resolution — but it stops short of a detailed board-election framework, fixing no board size, term length, nomination procedure, balloting method, or quorum percentage.² Indiana has not adopted the Uniform Common Interest Ownership Act, so that model's declarant-control transition and deemed-ratification features do not apply.² Indiana also has no Davis-Stirling-style election code, which means the procedural detail comes from recorded declarations, bylaws, and the Indiana Nonprofit Corporation Act of 1991 at Ind. Code § 23-17, the statute under which most associations organize.³ Indiana therefore lands among the states where board elections are largely contractual and corporate rather than the product of a prescriptive statute. The sections that follow lay out what each statute actually controls and what it leaves to the documents.

Section 2: The election framework

2A. The Indiana Condominium Act and condominium board elections

The Indiana Condominium Act at Ind. Code § 32-25 builds condominium governance around the declaration and bylaws, not a prescriptive election code. Section 32-25-8-1 provides that bylaws annexed to and recorded with the declaration govern the administration of every condominium property.¹ The central election provision, § 32-25-8-2, requires the bylaws to provide for the board of directors, and it spells out what they must cover: electing the board from among the co-owners, the number of directors, the expiration of the terms of at least one-third of the directors each year, the board's powers and duties, director compensation if any, and the method for removing directors.¹ So the Act fixes only two firm parameters. Directors must come from among the co-owners, and the bylaws must stagger terms so that at least one-third of the seats turn over annually — which effectively caps a director's term at roughly three years. Board size, term length within that limit, nomination methods, and balloting all fall to the bylaws. The same section tells the bylaws to state how co-owner meetings are called and what percentage makes a quorum if it is something other than a majority of co-owners. Section 32-25-8-2.5 gives every co-owner the right to attend board meetings, including the annual meeting, and requires the association to make minutes available on request.⁴ This is a traditional condominium statute that hands election mechanics to the documents — unlike the Uniform Common Interest Ownership Act frameworks or California's Davis-Stirling machinery, which impose statutory ballot, inspector, and timeline requirements that Indiana simply does not.

2B. The Homeowners Associations Act and its limits

The Indiana Homeowners Associations Act at Ind. Code § 32-25.5 applies to associations established after June 30, 2009, and to earlier associations whose members vote to opt in. It imposes a set of discrete duties: keep a current member roster (§ 32-25.5-3-1); call special meetings on the written demand of at least ten percent of members (§ 32-25.5-3-2); approve an annual budget by a majority of members in attendance, while letting members inspect financial records and attend board meetings and capping records-search fees (§ 32-25.5-3-3); limit when the association can suspend a member's voting rights for nonpayment (§ 32-25.5-3-7); include a mandatory governing-document amendment provision (§ 32-25.5-3-9); and answer to an Attorney General enforcement mechanism (§ 32-25.5-4).² What the Act does not do is build a board-election framework. It sets no board size, no director term, no nomination procedure, no balloting method, and no quorum percentage. Its one election-adjacent provision, § 32-25.5-3-11, addresses what happens when an election meeting falls short of quorum: the incumbent directors keep serving until their successors are selected and qualified.⁵ For homeowners associations, then, the recorded declaration and bylaws supply the board-election rules, and Ind. Code § 23-17 fills the gaps the documents leave open.

2C. Corporate law, the bylaws, and order of precedence

Because most Indiana associations incorporate as nonprofits, the Indiana Nonprofit Corporation Act of 1991 at Ind. Code § 23-17 carries the election detail the property statutes leave out. It supplies the defaults: minimum board size (§ 23-17-12-3), the time and method of director election (§ 23-17-12-4), director terms (§ 23-17-12-5), staggered terms (§ 23-17-12-6), removal by members and by directors (§ 23-17-12-8 and § 23-17-12-9), judicial removal (§ 23-17-12-13), vacancies (§ 23-17-12-14), the plurality-election rule and cumulative voting (§ 23-17-11-7), quorum (§ 23-17-11-4), and the annual membership meeting (§ 23-17-10-1).³ The order of precedence runs in a clear line: the applicable property statute (the Condominium Act for condominiums, the Homeowners Associations Act where it speaks), then the recorded declaration, then the bylaws, then the Nonprofit Corporation Act gap-fillers, then board-adopted rules. Where the bylaws and statutes say nothing, common-law contract and property doctrine take over, because Indiana courts treat recorded covenants as a form of express contract.⁶ The takeaway is blunt: a manager cannot quote a generic Indiana board-election rule. The governing number for board size, term, quorum, and balloting almost always comes from the community's declaration and bylaws, read against the Nonprofit Corporation Act — not from a statewide HOA election statute.

Section 3: Election mechanics

Quick-Reference Election Mechanics Table

A. Eligibility and nominations

Condominium directors must be elected from among the co-owners — an eligibility rule the Condominium Act imposes on condominiums alone.¹ For homeowners associations, neither the Homeowners Associations Act nor the Nonprofit Corporation Act sets eligibility for elected (as opposed to designated) directors, so any good-standing, membership, or residency requirement is one the bylaws create.² Candidate nomination methods sit in the same place: no statute addresses them for either community type, so the declaration and bylaws control.¹

B. Notice, annual meeting, and quorum

For condominiums, the bylaws fix the annual meeting and the election timing, and every co-owner holds a statutory right to attend board meetings, with minutes available on request.⁴ For incorporated homeowners associations, the Nonprofit Corporation Act requires an annual membership meeting at a time the bylaws set, and it lets a member or other entitled person petition a circuit or superior court to order a meeting if the association holds none within six months after the fiscal year ends or fifteen months after the last annual meeting.^9,18 Membership-meeting notice periods come from the bylaws, not the property statutes; the four-day advance-notice rule enacted in 2026 governs HOA board meetings, not the membership election meeting.¹⁰ Quorum for a homeowners association is whatever the governing documents define, and the Homeowners Associations Act provides that if an election meeting cannot reach it, the incumbent directors hold over until successors are selected and qualified; the Nonprofit Corporation Act supplies a ten-percent default only where the documents stay silent.^5,13

C. Voting methods, proxies, and ballots

For condominiums, the bylaws set voting methods, proxies, and ballot procedures; the Condominium Act does not prescribe them.¹ For incorporated homeowners associations, the Nonprofit Corporation Act permits proxy voting and action by written ballot, lets members take part by remote communication when the bylaws or board allow it, and permits cumulative voting only if the articles of incorporation or bylaws expressly authorize it.^11,12 Indiana imposes no statutory secret-ballot mandate, no independent inspector-of-election requirement, and no fixed ballot-distribution timeline for either community type; those features appear only if the governing documents put them there.²

D. Terms, vacancies, removal, and recall

Condominium bylaws must stagger terms so at least one-third of the directorships expire each year, and they must state the method for removing a director.¹ For incorporated homeowners associations, the Nonprofit Corporation Act caps director terms at five years (one year by default), allows removal of a member-elected director with or without cause unless the articles say otherwise, and lets the members, the board, or the remaining directors fill a vacancy.^7,14,17 A circuit or superior court may remove a director for fraudulent or dishonest conduct or a gross abuse of authority, on petition by the corporation or at least ten percent of the voting members; and for homeowners associations in particular, a court may order a board member removed in an Attorney General action for knowing misappropriation or fraud.^15,16

Section 4: Recent legislative and judicial activity

A. Recent bills

The 2025 predecessor, House Bill 1401, carried similar four-day-notice and remote-attendance provisions but did not pass.²⁰

B. Recent appellate rulings

C. Active legislative debates

Indiana's 2026 session steered its HOA legislation toward fees, fines, budgets, and rental restrictions rather than board-election procedure. No active proposal would amend the Condominium Act or the Homeowners Associations Act to create a detailed board-election framework.

Section 5: National positioning and related coverage

Indiana belongs to the group of states where board elections are largely contractual and corporate. A traditional condominium statute and a homeowners-associations statute each set discrete governance duties, but the recorded declaration, the bylaws, and the Indiana Nonprofit Corporation Act carry the election mechanics — board size, terms, nominations, quorum, balloting, and removal. That sets Indiana apart from the detailed-statute and Uniform Common Interest Ownership Act jurisdictions. It contrasts with UCIOA states such as Alaska, Colorado, Connecticut, Delaware, Vermont, and Washington, which codify declarant-control transition and board-governance rules, and with prescriptive-procedure states such as California under the Davis-Stirling Act, which mandates secret ballots, independent inspectors of election, and fixed nomination and ballot timelines. For a multi-state operator moving into Indiana, the practical point is simple: the rulebook for any given board election is the community's declaration and bylaws, read against the Nonprofit Corporation Act — not a statewide HOA election statute.

Recommendations

• Start with the documents, not the statute. Before you advise on any Indiana board election, pull the recorded declaration and the current bylaws and find the board size, term length, staggering, quorum, nomination, and balloting rules there. Treat the Condominium Act (for condominiums) and the Nonprofit Corporation Act (for incorporated HOAs) as the backstop, not the source. Escalate to counsel only when the documents go silent or contradict themselves.
• For condominiums, confirm two non-negotiables. Verify that the directors come from among the co-owners and that the bylaws stagger terms so at least one-third expire each year (Ind. Code § 32-25-8-2). A condominium board that violates either is exposed, whatever else the bylaws say.
• For incorporated HOAs, fall back to Ind. Code § 23-17 carefully. Where the documents say nothing, apply the corporate defaults: at least three directors, terms not exceeding five years (one-year default), plurality election, ten-percent quorum, and the three vacancy-filling routes. Do not import a term length, quorum percentage, or secret-ballot or inspector requirement that no Indiana source actually imposes.
• Conform bylaws to HEA 1115-2026 before July 1, 2026. Add the four-day board-meeting notice with an agenda, recognize remote attendance as presence, include the special-meeting-demand statement in annual-meeting notices, and make sure no governing-document amendment threshold tops two-thirds.
• When an election lapses, reach for the court-ordered-meeting remedy, not self-help. Under Sandoval, a missed election does not void assessments or board action; the right path is a petition under Ind. Code § 23-17-10-3. Advise boards to document repeated good-faith attempts to reach quorum so holdover service under Ind. Code § 32-25.5-3-11 stays defensible.
• Benchmarks that would change this guidance: a bill adding statutory board size, term, nomination, or balloting rules to Ind. Code § 32-25 or § 32-25.5; a future amendment reviving a statutory quorum cap; Indiana's adoption of UCIOA; or an Indiana Supreme Court transfer decision in a contested-election or director-removal case. Reassess each quarter against the General Assembly's January-into-spring calendar.

Caveats

• We verified the statutory citations against the Indiana Code as published on the official Indiana General Assembly site (iga.in.gov) and cross-checked the section text against secondary mirrors. Confirm the current text on iga.in.gov before you rely on it, because the General Assembly amends Title 32 and Title 23 in most sessions.
• "At least one-third of terms expire annually" under Ind. Code § 32-25-8-2 effectively caps a condominium director's term at about three years; the exact term within that limit is bylaw-set, and this report does not claim a fixed statutory term.
• The Homeowners Associations Act applies in full only to associations formed after June 30, 2009, and to earlier associations that elected coverage; a pre-2009 association that did not opt in may run almost entirely on its documents and the Nonprofit Corporation Act.
• A 25 percent quorum cap appeared in the introduced version of HB 1115 but came out before enrollment; this report relies on the enrolled act. The two-thirds vote cap that did pass applies specifically to amending the governing documents, not to every matter.
• The Sandoval opinion was final on the date stated, but a party kept the ability to seek rehearing or transfer to the Indiana Supreme Court within the standard windows. Confirm that no transfer was granted before you treat the holding as settled. Appellate disputes in this area run from Circuit or Superior Court to the Court of Appeals of Indiana and then to discretionary transfer at the Indiana Supreme Court.
• Indiana has no dedicated HOA regulatory agency and does not license community association managers as a separate profession; real estate broker licensing (a separate field) sits with state professional licensing. This was current as of the research date and should be re-verified periodically.

1. Ind. Code § 32-25-8-2 (Condominium Act; bylaws contents — board election from co-owners, number of directors, expiration of at least one-third of terms annually, removal method, quorum) and § 32-25-8-1 (administration governed by recorded bylaws) ↩
2. Ind. Code § 32-25.5 (Homeowners Associations Act), including § 32-25.5-3-1 (roster), § 32-25.5-3-2 (special meetings on ten percent demand), § 32-25.5-3-3 (annual budget, member attendance, records inspection, search-fee cap), § 32-25.5-3-7 (voting-rights suspension limits), § 32-25.5-3-9 (mandatory amendment provision) ↩
3. Ind. Code § 23-17 (Indiana Nonprofit Corporation Act of 1991); § 23-17-12-3 (board of at least three directors) and § 23-17-12-4 (time and method of election) ↩
4. Ind. Code § 32-25-8-2.5 (co-owner right to attend board meetings, including annual meeting; minutes available on request) ↩
5. Ind. Code § 32-25.5-3-11 (meeting to appoint or elect board members; failure to achieve quorum; incumbent directors continue until successors selected and qualified) ↩
6. Sandoval v. Willow Lake Estates Home Owners Ass'n, Inc., No. 24A-MF-309 (Ind. Ct. App. Mar. 12, 2025) (Court of Appeals of Indiana published opinion; Tavitas, J.; affirming LaPorte Superior Court) ↩
7. Ind. Code § 23-17-12-5 (director term may not exceed five years; one-year default if unspecified; successive terms permitted; holdover until successor qualifies) ↩
8. Ind. Code § 23-17-12-6 (staggered terms permitted by articles or bylaws) ↩
9. Ind. Code § 23-17-10-1 (annual membership meeting required; remote participation permitted; failure to hold does not invalidate corporate action) ↩
10. House Enrolled Act 1115-2026 (enrolled act; IC 32-25.5-3-3 four-day board-meeting notice and remote attendance; IC 32-25.5-3-9 two-thirds cap on governing-document amendments), effective July 1, 2026; Public Law 155-2026 ↩
11. Ind. Code § 23-17-11-7 (directors elected by plurality at a meeting with a quorum unless otherwise provided; cumulative voting only if articles or bylaws so provide) ↩
12. Ind. Code § 23-17-10-8 (action by written ballot without a meeting) and § 23-17-2-27 ("vote" includes written ballot) ↩
13. Ind. Code § 23-17-11-4 (ten percent of votes entitled to be cast constitutes a quorum unless articles or bylaws provide a higher or lower number) ↩
14. Ind. Code § 23-17-12-8 (members may remove a director with or without cause unless articles provide otherwise) ↩
15. Ind. Code § 23-17-12-13 (judicial removal by circuit or superior court for fraudulent or dishonest conduct or gross abuse, on petition by the corporation or at least ten percent of members) ↩
16. Ind. Code § 32-25.5-4-8 (Attorney General action against a board member; court may order removal for knowing misappropriation or fraud) ↩
17. Ind. Code § 23-17-12-14 (filling vacancies by members, by the board, or — if fewer than a quorum remain — by a majority of remaining directors) ↩
18. Ind. Code § 23-17-10-3 (court-ordered meeting if an annual meeting is not held within six months after fiscal year end or fifteen months after the last annual meeting) ↩
19. House Bill 1115 (2026), "Homeowners association governance" (official Indiana General Assembly bill page) ↩
20. House Bill 1401 (2025), "Homeowners association governance" (official Indiana General Assembly bill page; did not pass) ↩
21. House Bill 1152 (2026), "Homeowners association matters" (official Indiana General Assembly bill page; no-quorum budget-increase cap lowered to 105 percent for associations formed after July 1, 2026) ↩