New Hampshire HOA Director Qualifications

1. Overview: Who can serve on a condominium or homeowners association board in New Hampshire

Start with the condominium side, where New Hampshire’s Condominium Act does real work. It sets a split standard of care, bars compensation, allows a period of declarant control, and spells out how owners remove a director. Non-condominium homeowners associations run differently: they lean on their recorded covenants and the Voluntary Corporations and Associations Act. And here is the key point — the governing documents, not the state, decide who may run. New Hampshire requires no certification, sets no term limit, and disqualifies no one automatically for unpaid dues or a criminal record.¹

The Condominium Act, RSA Chapter 356-B, governs how every condominium created in New Hampshire after September 10, 1977 forms, operates, and wields its powers; it replaced the older Unit Ownership of Real Property Act for new projects.² Non-condominium homeowners associations have no statewide governance statute of their own. They run on their recorded covenants, the Voluntary Corporations and Associations Act (RSA Chapter 292), and common law — plus one narrow change the Legislature added in 2024 to guard against super-majority and dissolution abuses.³

That puts New Hampshire well apart from the heavy-touch states. Florida, by statute, screens its condominium candidates — it requires certification or education, caps service at eight consecutive years, and automatically disqualifies delinquent owners and certain felons. New Hampshire does none of this by statute.⁴ The sections that follow trace where each rule comes from, how it treats condominiums differently from non-condominium HOAs, and what a manager or attorney should check before clearing a candidate or challenging a sitting director.

2. Where director qualifications come from

2A. The Condominium Act and the absence of an HOA statute

For condominiums, the provision that matters is RSA 356-B:40. It says the board of directors acts for the association, except where the declaration, the bylaws, or the chapter itself limits that power.¹ That one section carries most of the distinctive board rules. It splits the standard of care (more on that in Section 3D), it bars officers and board members from drawing a salary or compensation unless two-thirds of the owners waive the rule,⁵ and it authorizes a period of declarant control.⁶ A companion section, RSA 356-B:40-b, sets out the removal vote.⁷ The bylaws — not the statute — decide whether the association elects a board at all, and how big that board is.⁸

Non-condominium HOAs stand on thinner ground. New Hampshire has never passed a general planned-community or HOA governance act. These associations answer to their recorded covenants, conditions, and restrictions; to RSA Chapter 292 if they incorporated as a nonprofit; and to common law. The only statutory text written specifically for them is RSA 292:8-m, which the Legislature enacted in 2023 (HB 42) and made effective January 1, 2024. It provides that “if more than 50 percent of the votes are acquired by a single person after developer control is terminated, a 2/3 majority shall be required to amend bylaws, budgets, and any contracted property management service,” and it stops anyone from dissolving a planning-board-approved HOA before a hearing under RSA 676:2.³

Neither setting imposes the screens you find in heavy-touch states. No statute requires a director to be certified or educated, none sets a term limit, and none automatically bars a delinquent owner or a person with a felony conviction from a New Hampshire board. Where those screens exist at all, they come from the declaration and bylaws.

2B. The corporate-law layer: the Voluntary Corporations and Associations Act

RSA Chapter 292 is the corporate scaffolding under most New Hampshire associations — not an HOA statute, but the law that governs how a nonprofit corporation forms and runs. Under RSA 292:6, the signers of the articles of agreement adopt the initial bylaws by a two-thirds majority, and those bylaws may carry any provision for managing the corporation’s affairs that does not conflict with state law or the articles.⁹ Chapter 292 says nothing specific about removing a director or officer, so removal falls to the bylaws the members adopt under RSA 292:6.⁹

The two regimes interlock. RSA 356-B:40 holds condominium board members who were not appointed by the declarant to the standard of care and the conflict-of-interest rules that govern a director of an RSA 292 corporation.¹ In Sanborn v. 428 Lafayette, LLC, the New Hampshire Supreme Court confirmed that neither act alone governs an incorporated condominium association — both the Condominium Act and the Voluntary Corporations Act can apply at once. The Court put it plainly: “[r]egardless of the provisions of the [condominium] bylaws ... the bylaws cannot negate the applicability” of a controlling statute.¹⁰ So for incorporated associations, the baselines for board size, terms, vacancies, and removal come from the articles and bylaws adopted under Chapter 292 — except where the Condominium Act takes over.

2C. The declaration and bylaws

The screens that actually decide who may run live in the governing documents. The declaration and bylaws say whether a director must own a unit or hold membership, whether residency or age matters, and whether the candidate must be in good standing. For a condominium, the order of precedence runs the Condominium Act first, then the declaration and bylaws, then the RSA 292 defaults, then the board’s own rules — and where a declaration clashes with the Condominium Act, the Act wins.¹⁰ For a non-condominium HOA, the covenants and bylaws come first, then the RSA 292 defaults, then the rules. In practice, a manager running a condominium applies the RSA 356-B:40 board provisions and the RSA 292 standard of care, then turns to the declaration and bylaws for the eligibility screens. For a non-condominium HOA, the manager applies the covenants and RSA 292, then reads the governing documents.

3. Director eligibility, disqualification, and tenure rules

3A. Eligibility to serve

Whether a director has to own a unit is a documentary question, not a statutory one. The Condominium Act does not require directors to be unit owners; it simply assumes the governing documents might. RSA 356-B:40 handles one related case: where the condominium instruments do require officers to be unit owners, an officer who sells off all of his units is treated as disqualified from staying in office — unless the instruments say otherwise.¹¹ Any residency, age, or good-standing requirement works the same way. It comes from the declaration and bylaws for condominiums, or the covenants and bylaws for non-condominium HOAs — never from a statutory checklist.

One statutory rule does bear directly on service: the compensation restriction. Under RSA 356-B:40, II-a, an officer may not take a salary or compensation from the association for doing the work of an officer or board member, and may not otherwise profit from serving. Under RSA 356-B:40, II-b, the association can waive that limit only when two-thirds of the voting interests present at a properly called meeting approve the waiver — and they must approve it every year.⁵ That rule governs condominiums. For non-condominium HOAs, the covenants and bylaws control compensation.

3B. Disqualification and removal

For condominiums, RSA 356-B:40-b governs removal. No matter what the declaration or bylaws say to the contrary, unit owners who attend a meeting that has a quorum — in person or by proxy — may remove any board member, or any officer the unit owners elected, with or without cause, as long as the votes for removal outnumber the votes against. During the period of declarant control, unit owners cannot vote out a member the declarant appointed. The board may take up removal only if the meeting notice listed it, and the member or officer facing removal gets a fair chance to speak before the vote.⁷ For non-condominium HOAs, removal runs through the bylaws adopted under RSA 292, which has no removal section of its own.⁹

Unpaid dues and a criminal record disqualify no one by statute in New Hampshire. Any such bar is documentary — you will find it in the declaration, the covenants, or the bylaws, or not at all. Conflict-of-interest limits, though, are statutory on the condominium side. RSA 356-B:40 holds non-declarant directors to the RSA 292 conflict-of-interest rules and the corporate standard of care, while it holds declarant-appointed directors to the higher trustee standard.¹

3C. Board composition and terms

The Condominium Act sets no floor and no ceiling on the number of directors. The bylaws decide whether the association elects a board and how large it is.⁸ For incorporated associations, RSA 292 fills in the corporate defaults through the articles and bylaws. New Hampshire mandates no term length, no staggered terms, and no term limit for association directors; term length and any limit are documentary.

Declarant control is the main statutory rule on tenure. Under RSA 356-B:40, IV, the declaration may set a period during which the declarant appoints and removes the officers and board members. Except as RSA 356-B:36 provides, that period ends no later than the earliest of four dates: sixty days after non-declarant owners take 60 percent of the units that may be created; two years after every declarant stops offering units for sale in the ordinary course of business; two years after anyone last exercised a right to add units; or the day the declarant records an instrument giving up control. And under paragraph V, within sixty days after non-declarant owners take a quarter of the units, those owners must elect at least one member and no less than 25 percent of the board.⁶ This is the handoff to an owner-elected board.

3D. Onboarding and ongoing qualification duties

New Hampshire requires no certification and no education from its directors. There is nothing here like Florida’s rule that a director, within ninety days of taking office, must certify in writing that he has read the association’s declaration, articles, bylaws, and written policies — or file a certificate showing he finished an approved course — with anyone who fails to file suspended from service until he complies.⁴ In New Hampshire, a director takes office the moment he is elected or appointed.

The qualification duty that does carry on is the standard of care, and it splits by role. Under RSA 356-B:40, officers and board members the declarant appointed owe the care and loyalty of a trustee. Officers and board members the declarant did not appoint owe the care and loyalty of a director of an RSA 292 corporation, and they answer to the RSA 292 conflict-of-interest rules. These standards apply no matter how the association is organized.¹ Conflict-of-interest disclosure flows from those RSA 292 rules, not from any separate condominium mandate.

4. Recent legislative and judicial activity

4A. Recent bills

In the past 24 months, no enacted bill touched RSA Chapter 356-B or RSA Chapter 292 in a way that changed director qualifications, board composition, or removal. RSA 356-B:40 still reads as it did in 2016, and the removal provision, RSA 356-B:40-b, still carries its 2015 and 2016 text.¹

What recent condominium legislation did touch sits next to director eligibility, not on it. Lawmakers amended RSA 356-B:37-c, the board-meetings provision, effective January 1, 2025, to sharpen the open-meeting and notice rules — a change to how the board meets, not to who may sit on it.¹² Separately, the Legislature repealed the condominium and homeowners’ association study committee at RSA 356-B:70, effective January 1, 2025, in 2024 N.H. Laws ch. 322.¹³ Both belong to the wider governance picture, not to director qualifications.

4B. Recent appellate rulings

In the past 36 months, no New Hampshire Supreme Court opinion has taken up director eligibility, removal, board composition, the compensation restriction, or the standard of care. New Hampshire has no intermediate appellate court, so any appellate answer on these questions comes straight from the Supreme Court. The Court’s recent condominium opinions have turned on parking spaces and limited-common-area disputes, not board governance. On how the two governing acts fit together, the leading authority is still Sanborn v. 428 Lafayette, LLC, 168 N.H. 582 (2016) — older than this window, and discussed back in Section 2B.¹⁰

4C. Active legislative debates

Lawmakers have floated some ideas without passing them. Earlier sessions saw proposals to limit condominium board seats to unit owners and to bar felons from serving; neither became law. A 2025 bill, HB 383, to redefine condominium instruments was found inexpedient to legislate. And in the 2026 session, members have discussed a commission to study and modernize the Condominium Act. So far, nothing enacted imposes a statutory eligibility screen.

5. National positioning and related coverage

Call New Hampshire a moderate-touch state on director qualifications. On the condominium side, the Condominium Act delivers real substance: a split standard of care, a no-compensation rule that owners can waive only by a two-thirds vote each year, a period of declarant control with statutory end points, and a removal vote. On the non-condominium side, HOAs lean on their covenants and RSA 292, eligibility stays documentary, and there is no certification, term limit, or automatic disqualification. That ranks New Hampshire below heavy-touch states like Florida, which screens candidates by statute — certification or education, an eight-consecutive-year term limit, and automatic disqualification of delinquent owners and certain felons⁴ — and above light-touch states like North Dakota, where a thin condominium statute governs and eligibility is documentary.¹⁴ For a multi-state operator, the takeaway is simple: New Hampshire’s condominium board rules are real, the compensation restriction most of all, but eligibility itself stays documentary, and appellate questions run from the Superior Court straight to the New Hampshire Supreme Court. The state has no intermediate appellate court.

HOA Weekly refreshes its New Hampshire director-qualifications coverage each quarter, as the Legislature and the New Hampshire Supreme Court act. Federal frameworks rarely dictate director qualifications, but New Hampshire 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. N.H. Rev. Stat. Ann. § 356-B:40 (Members of the Board of Directors and Officers) ↩
2. N.H. Rev. Stat. Ann. § 356-B:2 (Application; New Hampshire Condominium Act) ↩
3. N.H. Rev. Stat. Ann. § 292:8-m (Homeowners’ Associations; added by 2023, 114:1, eff. Jan. 1, 2024) ↩
4. Fla. Stat. § 718.112(2)(d) (candidate eligibility, certification and education, eight-consecutive-year term limit, delinquency and felony bars) ↩
5. N.H. Rev. Stat. Ann. § 356-B:40, II-a and II-b (compensation restriction and two-thirds annual waiver) ↩
6. N.H. Rev. Stat. Ann. § 356-B:40, IV and V (declarant control and transition triggers) ↩
7. N.H. Rev. Stat. Ann. § 356-B:40-b (Removal of Officers and Directors) ↩
8. N.H. Rev. Stat. Ann. § 356-B:35 (Contents of the Bylaws) ↩
9. N.H. Rev. Stat. Ann. § 292:6 (Bylaws; Organization) ↩
10. Sanborn v. 428 Lafayette, LLC, 168 N.H. 582 (2016) ↩
11. N.H. Rev. Stat. Ann. § 356-B:40, VII (disqualification of unit-owner officers who dispose of all units) ↩
12. N.H. Rev. Stat. Ann. § 356-B:37-c (Meetings of the Board of Directors and Committees of the Association; amended 2024, 118:1, eff. Jan. 1, 2025) ↩
13. N.H. Rev. Stat. Ann. § 356-B:70 (Repealed by 2024, 322:5, VI, eff. Jan. 1, 2025) ↩
14. N.D. Cent. Code ch. 47-04.1 (Condominium Ownership of Real Property) ↩