Mississippi HOA Board Elections

Section 1 — Overview: how board elections are governed in Mississippi

In Mississippi, who governs a board election depends entirely on what kind of community is holding it — and the state hands you remarkably little to work with. For condominiums, one thin statute applies: the Mississippi Condominium Law, Miss. Code Ann. § 89-9-1 et seq.¹ It does not so much run the election as point you to the recorded declaration of restrictions, which sets the mechanics. For everyone else — the non-condominium planned communities — Mississippi offers no HOA election statute at all. Those boards run on the recorded covenants and the association bylaws, with the Mississippi Nonprofit Corporation Act, Miss. Code Ann. § 79-11-101 et seq., filling in corporate defaults for director elections, terms, removal, and vacancies whenever the association has incorporated.²

Mississippi has not adopted the Uniform Common Interest Ownership Act, so none of UCIOA's statutory board-governance or declarant-control rules reach the state. Mississippi also runs a split trial-court system, and that matters here: Chancery Courts handle equity — which is where most governance and election disputes seeking an injunction or a declaratory judgment land — while Circuit Courts handle matters at law. Appeals go to the Mississippi Court of Appeals, with discretionary review by the Mississippi Supreme Court.³ All of this puts Mississippi firmly in the CC&R-primary camp, where board elections for most communities are contractual and corporate rather than statutory. The sections that follow lay out the framework, the mechanics, and the recent legislative and judicial record.

Section 2 — The election framework

2A. The Mississippi Condominium Law and condominium board elections

The Mississippi Condominium Law, Miss. Code Ann. § 89-9-1 et seq., is the only Mississippi statute that touches condominium governance, and it is a traditional condominium statute, not a UCIOA enactment.¹ Its core management provision, § 89-9-17, says the recorded declaration of restrictions may provide for management by the owners, by a board of governors the owners elect, or by a managing agent — and may set the voting majorities, quorums, notices, and meeting dates that govern that body.⁴ In other words, the statute fixes no board size, no director term, no election timing, and no voting threshold. It authorizes the declaration to set them, and it treats the declaration as enforceable equitable servitudes where they are reasonable.⁴ That marks a real contrast with UCIOA and with California's Davis-Stirling Act, neither of which Mississippi has adopted: there is no statutory secret-ballot mandate, no independent inspector of elections, and no fixed timetable for nominations or ballots. For a condominium, the recorded declaration is the controlling rulebook for board elections, and the Condominium Law mainly supplies the authority behind it.

2B. Planned communities: no statute, covenants and corporate law

Mississippi has no planned-community statute and no statutory election machinery for non-condominium HOAs. The recorded covenants and the association bylaws are the primary source for how a planned-community board gets elected. When the association has incorporated as a nonprofit, the Mississippi Nonprofit Corporation Act, Miss. Code Ann. § 79-11-101 et seq., supplies the corporate defaults: the articles or bylaws fix the number of directors under § 79-11-235;⁵ director terms run under § 79-11-239, where a term may not exceed five years and, absent a stated term, each director serves one year;⁶ § 79-11-245 and § 79-11-249 govern removal;^7,8 and § 79-11-251 governs vacancies.⁹ These are corporate scaffolding, not HOA-specific election rules. To know which framework applies, a manager first confirms whether the community is a condominium subject to the Condominium Law — which reaches only communities where a condominium plan is recorded under § 89-9-9 — and then confirms the association's incorporation status with the Mississippi Secretary of State.¹⁰

2C. Bylaws and corporate law as the operational rulebook

For both community types, the bylaws — and, at the corporate level, the Nonprofit Corporation Act — set board size, terms, staggering, nominations, quorum, balloting, and removal. For a condominium, the order of precedence runs from any applicable Condominium Law provision, to the recorded declaration, to the bylaws, to any Nonprofit Corporation Act gap-fillers if the association has incorporated, and finally to board rules. For a planned community, it runs from the recorded covenants, to the bylaws, to the Nonprofit Corporation Act defaults, to board rules. Common-law contract and property doctrine fills the gaps the documents and statute leave open, because Mississippi treats a recorded declaration as a contract among owners. The practical takeaway: a manager cannot state a generic Mississippi board-election rule without first reading the community's covenants and bylaws and confirming whether the Condominium Law applies at all.

Section 3 — Election mechanics

Quick-Reference Election Mechanics Table

A. Eligibility and nominations

No Mississippi statute imposes director eligibility rules. For condominiums it is purely contractual — the recorded declaration and bylaws decide it. For incorporated planned communities, the articles or bylaws may set director qualifications under § 79-11-233, which is corporate authority rather than an HOA-specific rule.¹² Nomination methods follow the same pattern: the statute does not address them for either community type, so the bylaws set them.

B. Notice, annual meeting, and quorum

For condominiums, § 89-9-17 sends meeting dates, notices, and quorums to the recorded declaration — a contractual rule, not a statutory one.⁴ For incorporated planned communities, the Nonprofit Corporation Act requires an annual membership meeting at the time the bylaws fix under § 79-11-197, and it requires meeting notice consistent with the bylaws, given in a fair and reasonable manner, under § 79-11-205 — with no fixed statutory day count.^13,14 The default quorum for member action in an incorporated association is ten percent of the votes entitled to be cast, unless the articles or bylaws set a different figure under § 79-11-217; for condominiums, the quorum stays contractual.¹⁹

C. Voting methods, proxies, and ballots

For condominiums, the declaration sets the voting majorities under § 89-9-17 — again, a contractual rule.⁴ For incorporated planned communities, the Nonprofit Corporation Act provides a one-member-one-vote default under § 79-11-215, allows proxy voting under § 79-11-221, allows action by written ballot under § 79-11-211, and allows cumulative voting only where the articles provide for it under § 79-11-223 — all corporate defaults, not HOA-specific mandates.^15,16,17,18 Mississippi imposes no statutory secret-ballot requirement and no independent inspector of elections; those exist only if the governing documents adopt them.

D. Terms, vacancies, removal, and recall

For incorporated planned communities, director terms run under § 79-11-239 (a term may not exceed five years, with a one-year default), staggering is permitted under § 79-11-241, and a vacancy may be filled by the members, the board, or the remaining directors even if they number fewer than a quorum under § 79-11-251.^6,11,9 Member removal of a director runs under § 79-11-245, which permits removal only at a meeting called for that purpose and only if the votes to remove would have elected the director, and a court may remove a director for fraudulent or dishonest conduct under § 79-11-249.^7,8 For condominiums, all of this is set by the declaration and bylaws — contractual, top to bottom.

Section 4 — Recent legislative and judicial activity

A. Recent bills

No Mississippi bill enacted in the past 24 months amends board-election procedures for homeowners associations — and there is a simple reason for that: the state has no HOA election statute to amend. The closest governance-related measure is a covenant bill that failed.

B. Recent appellate rulings

No Mississippi appellate decision within the strict 36-month window squarely addresses a contested board election. The two most on-point rulings on association board power and member remedies appear below, each with its decision date.

C. Active legislative debates

There is no active proposal to create a comprehensive Mississippi planned-community statute or to add statutory board-election procedures. Recent activity has centered on covenant-amendment mechanics — the failed SB2481 among them — rather than on election machinery, and trial-level covenant and dues litigation involving the Diamondhead Country Club & Property Owners Association continues without a published appellate ruling on board elections.

Section 5 — National positioning and related coverage

Mississippi belongs to the CC&R-primary group of states — alongside Alabama and Arkansas — where recorded covenants, bylaws, and corporate law, not a comprehensive HOA election statute, govern board elections for most communities. That sets it apart from UCIOA states such as Alaska, Colorado, Connecticut, Delaware, Minnesota, Vermont, and Washington, which supply a statutory board-election framework, and from prescriptive-procedure states such as California under the Davis-Stirling Act. Mississippi is distinctive, too, for its split trial courts, which route governance and election equity disputes to Chancery Court rather than to a court of law. For a multi-state operator moving into Mississippi, the implication is direct: the governing rulebook is the community's covenants and bylaws, backed by corporate-law gap-fillers from the Nonprofit Corporation Act, and governance disputes usually proceed in Chancery Court.

Federal frameworks reach Mississippi associations regardless of the state setup — 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 among them.

1. Miss. Code Ann. § 89-9-1 et seq. (Mississippi Condominium Law), Title 89, Chapter 9 (public reproduction of the official Mississippi Code) ↩
2. Miss. Code Ann. § 79-11-101 et seq. (Mississippi Nonprofit Corporation Act), Title 79, Chapter 11 ↩
3. State of Mississippi Judiciary, About the Courts (Chancery Courts hear equity; Circuit Courts; two-tier appellate system with the Court of Appeals and Supreme Court) ↩
4. Miss. Code Ann. § 89-9-17 (Recording, enforcement and provisions of declaration of restrictions; management by board elected by owners; voting majorities, quorums, notices, meeting dates) ↩
5. Miss. Code Ann. § 79-11-235 (Number of directors; number fixed in or in accordance with the articles or bylaws; three-director minimum for charitable corporations soliciting contributions incorporated on or after January 1, 2012) ↩
6. Miss. Code Ann. § 79-11-239 (Term of office of directors; term may not exceed five years; one-year default absent a specified term; successive terms permitted) ↩
7. Miss. Code Ann. § 79-11-245 (Removal of directors; members may remove a director they elected only at a meeting called for that purpose and only if votes to remove would suffice to elect) ↩
8. Miss. Code Ann. § 79-11-249 (Removal of director by court proceeding) ↩
9. Miss. Code Ann. § 79-11-251 (Filling of vacancy in board of directors; members, board, or remaining directors fewer than a quorum, unless the articles or bylaws provide otherwise) ↩
10. Miss. Code Ann. § 89-9-9 (provisions of the chapter apply only where a condominium plan is recorded) ↩
11. Miss. Code Ann. § 79-11-241 (Staggering terms of directors), Mississippi Nonprofit Corporation Act index ↩
12. Miss. Code Ann. § 79-11-233 (Qualifications for directors; may be prescribed in the articles or bylaws), Mississippi Nonprofit Corporation Act index ↩
13. Miss. Code Ann. § 79-11-197 (annual membership meeting at the time fixed in the bylaws; failure to hold does not affect validity of corporate action), brought forward verbatim in Mississippi Legislature HB1554 (2025) ↩
14. Miss. Code Ann. § 79-11-205 (notice of meetings of members consistent with bylaws, given in a fair and reasonable manner), brought forward verbatim in Mississippi Legislature HB1554 (2025) ↩
15. Miss. Code Ann. § 79-11-215 (Each member to have one vote), Mississippi Nonprofit Corporation Act index ↩
16. Miss. Code Ann. § 79-11-221 (Voting by proxy), Mississippi Nonprofit Corporation Act index ↩
17. Miss. Code Ann. § 79-11-211 (Corporate action taken by ballot without meeting) ↩
18. Miss. Code Ann. § 79-11-223 (Cumulative voting; available only if the articles so provide), Mississippi Nonprofit Corporation Act index ↩
19. Miss. Code Ann. § 79-11-217 (Quorum requirements; ten percent of votes entitled to be cast unless the articles or bylaws provide a higher or lower quorum) ↩
20. Miss. Code Ann. § 79-11-225 (Method of election of directors), Mississippi Nonprofit Corporation Act index ↩
21. Mississippi Legislature, Senate Bill 2481 (2025 Regular Session), "Residential subdivisions; authorize property owners to establish and/or amend covenants, conditions and restrictions" (petition signed by a majority of owners; notice by publication; chancellor's decree filed with the chancery clerk; died in committee Feb. 4, 2025) ↩
22. Lake Serene Property Owners Ass'n, Inc. v. Esplin, 334 So. 3d 1139 (Miss. 2022), No. 2020-CA-00689-SCT (Supreme Court of Mississippi, March 10, 2022) (amended bylaws restricting rentals invalid; board lacked authority to amend bylaws to restrict covenant rights reserved to members) ↩
23. Feola v. Marthouse, No. 2021-CA-01078-COA (Miss. Ct. App. March 28, 2023) (derivative suit on behalf of Diamondhead Country Club & Property Owners Ass'n, Inc.; complaint inadequately verified under Miss. Code Ann. § 79-11-193; $16,349.45 attorney-fee sanction reversed) ↩