Six things a Louisiana HOA board may not do

“D. The board of directors shall not do any of the following: (1) Amend the declaration. (2) Amend the bylaws. (3) Terminate the planned community. (4) Elect directors, but the board of directors may fill vacancies in its membership for the unexpired portion of any term or, if earlier, until the next regularly scheduled election of directors. (5) Determine the qualifications, powers, duties, or terms of office of directors. (6) Impose any rules or regulations inconsistent with the declaration.”

Paragraph (5) is the one that closes a loop. A board cannot respond to the removal power by writing itself new qualification rules, because setting director qualifications is not a board function.

Paragraph (4) is worth reading twice as well: the board may fill a vacancy, but only until the unexpired term ends or the next scheduled election, whichever comes first. An appointee is not a full-term director.

The standard of care, and where the liability shield sits

“B. Directors of the board of directors and officers of the association shall exercise the degree of care and loyalty required of a director or officer and are subject to the conflict of interest rules and limitations of liability governing directors and officers in accordance with the Nonprofit Corporation Law, R.S. 12:201 et seq. Nevertheless, no director or officer shall be liable to the association or its members for money damages for any action taken, or any failure to act, as a director or officer, except as provided in R.S. 9:2792.7 or as otherwise provided by law.”

The duty comes from Title 12; the immunity comes from R.S. 9:2792.7, which Act 158 also touched to correct its cross-references. A Louisiana director sued for money damages is therefore litigating inside a statutory immunity with enumerated exceptions, not at large.

What a Louisiana appellate court did with fiduciary-duty theories in 2026

In Horton v. Savannah Place Homeowners' Association, No. 56,945-CA (La. App. 2 Cir. 7/15/2026), owners sued over the board's relocation of a mail kiosk. The court affirmed dismissal on prescription, and along the way narrowed a common pleading:

“As such, while Savannah Place expressed an intent to provide for the health, safety and welfare of its residents, this is not an all-encompassing contractual fiduciary duty for the personal health of each member unless it is coupled with the direct violation of a specific duty or restriction outlined in the sections of the Declaration.”

“The alleged damages arise from a specific course of conduct (i.e., the relocation of the kiosk) rather than a specified contractual duty or obligation contained in the Declaration.”

The characterisation decided the deadline: delictual, and so prescribed in one year rather than ten. Judge Hunter dissented, reasoning that “Savannah Place's actions constitute a continuing tort because the presence of the kiosk is overt, persistent, and ongoing.” Writ status is not established.²

How owners actually vote under the Act

R.S. 9:1141.28 supplies the mechanics, and three of them matter for a removal effort:

“A. Directors may not vote by proxy at any meeting of the board of directors or at any committee thereof.
B. Lot owners may vote at a meeting of the association in person, by absentee ballot, by proxy or, when a vote is conducted without a meeting, by electronic transmission or paper ballot.”

“(3) A lot owner may vote by absentee ballot without being present at the meeting. The association shall promptly deliver an absentee ballot to a lot owner upon request made at least three days before the scheduled meeting.”

A proxy “is valid only for the meeting for which it is cast and any recessed session of that meeting.” So proxies collected for last year's annual meeting are spent, and the absentee-ballot route has a three-day request deadline that an organiser needs to publicise.

Separately, R.S. 9:1141.19 now requires a lot owners association to be “organized as a nonprofit corporation authorized to do business in Louisiana” — which puts the Secretary of State's corporate database in play as a free public check on who the registered agent and officers are.

What to watch next

HB 817 of 2026 would have added a mandated officer slate — president, vice-president, secretary and treasurer — an elected member-at-large once half the first phase had sold, and a developer-control cutoff at ninety percent of final-phase parcels. It died in committee, so declarant control in Louisiana remains governed by the Act and the declaration.