New York HOA Board Elections

Section 1: Overview — How board elections are governed in New York

New York runs board elections on three separate tracks, and which rules apply depends entirely on how the community owns its property. Condominiums elect a board of managers under the New York Condominium Act — Real Property Law Article 9-B, § 339-d and following.¹ Cooperatives work differently. A co-op is a corporation that owns the building, a form you see all over New York City, and its shareholders elect a board of directors under corporate law — the Business Corporation Law, and where it applies the Cooperative Corporations Law — together with the certificate of incorporation, the bylaws, and the proprietary lease. No condominium or HOA statute touches them.² Planned-community HOAs that are not condominiums get no dedicated statute at all. Their elections run on recorded declarations and bylaws, and the Not-for-Profit Corporation Law fills in the corporate defaults for electing directors.³

Two structural points shape everything that follows. First, New York names its courts in a way that trips up newcomers. The trial court of general jurisdiction is called the Supreme Court. The intermediate appellate court is the Appellate Division of the Supreme Court, organized into four Departments. And the highest court in the state is the New York Court of Appeals.⁴ Second, New York has never adopted the Uniform Common Interest Ownership Act, so none of the UCIOA defaults apply here. The sections that follow lay out the framework for each track, the mechanics of the election itself, and the recent activity in the legislature and the courts.

Section 2: The election framework

2A. Condominiums: the Condominium Act and the board of managers

The New York Condominium Act — Real Property Law Article 9-B — governs condominiums, and lawyers simply call it the condominium act.¹ On elections, the Act says surprisingly little. Its central provision is § 339-v, which directs the bylaws to provide for "the nomination and election of a board of managers, the number of persons constituting the same, and that the terms of at least one-third of the members of such board shall expire annually," plus the method for removing board members.⁵ So the Act does two things directly: it requires a board of managers, and it forces a measure of staggered turnover, with at least a third of the seats up every year. Everything else — board size, term length, eligibility, how candidates are nominated, the quorum, the vote threshold — it leaves to the bylaws.⁵

The handoff from sponsor control — that is, the developer — to a board the unit owners actually elect is not something the Condominium Act spells out. That transition lives in the offering plan and the bylaws, drafted to satisfy the Attorney General's regulations under the Martin Act when the project is first offered. The Attorney General's own guidance puts it plainly: "in most cases the Attorney General requires sponsors to promise, in the offering plan, that they will give up their control of the Board of Managers after they sell over fifty percent of the common interest, or after five years have passed since the first closing, whichever comes first."⁶ One caveat worth remembering: the Attorney General's Real Estate Finance Bureau reviews those offering plans only at the offering stage. It does not police board elections after that.⁶

The condominium track stands apart from the other two. A condominium elects a board of managers under Article 9-B and its bylaws. A cooperative elects a board of directors under corporate law. A planned-community HOA elects a board of directors under its declaration and the Not-for-Profit Corporation Law. None of them borrows from UCIOA, because New York never enacted it.

2B. Cooperatives and planned-community HOAs

A New York cooperative is a corporation that owns the building, and its shareholders elect a board of directors the same way any corporation's shareholders do. The controlling law is the Business Corporation Law, read alongside the certificate of incorporation, the bylaws, and the proprietary lease.² Under that law, directors are elected at the annual shareholders' meeting and hold office until the next annual meeting, unless the board is classified.² Where a cooperative is organized instead under the Cooperative Corporations Law, that statute supplies the framework — though most residential co-ops in New York are organized under the Business Corporation Law.⁷ Applying condominium or HOA rules to a cooperative is a common and serious mistake. A co-op's election rules come from corporate law and its own governing documents, full stop.

Planned-community HOAs that are not condominiums run on yet another combination. New York gives them no dedicated statute, so the recorded declaration and the bylaws control, and the Not-for-Profit Corporation Law supplies the defaults for electing directors, their terms, removal, and vacancies whenever the governing documents stay silent.³ That law sets a floor of three directors, and defaults to three where the bylaws don't fix a number.⁸

The operational point is simple: the controlling rules change with the track. A condominium looks to Article 9-B and its bylaws. A cooperative looks to the Business Corporation Law — or the Cooperative Corporations Law — plus its bylaws and proprietary lease. A planned-community HOA looks to its declaration and the Not-for-Profit Corporation Law.

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

Two corporate statutes do most of the heavy lifting. For planned-community HOAs incorporated as not-for-profit corporations, the Not-for-Profit Corporation Law supplies the director-election defaults. For cooperatives, the Business Corporation Law — or, where it applies, the Cooperative Corporations Law — does the same.² Condominiums are not corporations of this sort. Their board of managers operates under Article 9-B and the bylaws, although the Act does permit that board to incorporate.⁵

Within each track, the order of precedence runs the same way: from the governing statute, to the declaration or certificate of incorporation, to the bylaws — and, for cooperatives, the proprietary lease — and finally to any rules. A statutory command beats a conflicting bylaw. Where the statute is silent or merely permissive, the governing documents take over. The takeaway repeats the one from Section 1: figure out the form of ownership first, then apply the statute and documents for that track. Don't apply condominium rules to a cooperative, and don't apply cooperative rules to a condominium or a planned-community HOA.

Section 3: Election mechanics

The table below gives the rule for each mechanic, track by track. Where a mechanic differs by community type, each track is stated on its own, with its own source. Where no statute speaks to the mechanic, the cell says so: the declaration and bylaws control.

A. Eligibility and nominations

For cooperatives, a director has to be at least eighteen, and the certificate or bylaws can add qualifications — say, requiring that a director be a shareholder or proprietary lessee. That's a corporate question under the Business Corporation Law.¹² For planned-community HOAs set up as not-for-profit corporations, the same age floor applies, and any extra qualifications come from the certificate or bylaws.¹³ For condominiums, the Condominium Act says nothing about who may serve on the board of managers; the bylaws decide it entirely.⁵ Nomination procedures are a bylaw matter across all three tracks, and the Business Corporation Law expressly lets a co-op's bylaws spell out what nominations require.¹⁵

B. Notice, annual meeting, and quorum

For cooperatives, the Business Corporation Law requires an annual meeting to elect directors on a date the bylaws fix, with notice no fewer than 10 and no more than 60 days ahead, and a quorum of a majority of shares — which the bylaws can lower, but not below one-third.^15,17,23 For planned-community HOAs, the Not-for-Profit Corporation Law sets the parallel rules: the same annual-meeting requirement, a notice window of 10 to 50 days (or 30 to 60 days if you use another class of mail), and a default majority quorum.^16,18,24 For condominiums, the meeting, notice, and quorum rules are bylaw-set; the Condominium Act requires the bylaws to address how meetings are called and what counts as a quorum, with a majority of unit owners as the implied default.⁵

C. Voting methods, proxies, and ballots

For cooperatives, shareholders may vote in person or by proxy, may take part in meetings electronically, and elect directors by a plurality of the votes cast; cumulative voting applies only if the certificate provides for it.^15,25,19,20 For planned-community HOAs, members may vote by proxy, and cumulative voting applies only if the certificate or bylaws allow it.^21,22 For condominiums, the voting method and the ballot procedure are bylaw-set, and the Condominium Act lets unit-owner meetings happen by electronic communication at the board's discretion.⁵ Across all three tracks, mail and absentee ballots — and any particular way of tallying them — are matters for the governing documents, unless the corporate statute supplies a default.

D. Terms, vacancies, removal, and recall

For cooperatives, directors serve until the next annual meeting unless they've been classified into staggered classes; the board may fill vacancies unless the bylaws say otherwise; and a director can be removed for cause by the shareholders, or without cause only if the certificate or bylaws allow it — subject to the cumulative-voting protections.^2,27,29,10 For planned-community HOAs, director terms may not run longer than five years, vacancies are filled as the Not-for-Profit Corporation Law and the bylaws provide, and removal for cause rests with the members or directors, with removal without cause available only if the documents permit it.^3,28,30 For condominiums, the Act asks only that at least a third of the board-of-managers terms expire each year and that the bylaws set the removal method; term length, vacancy-filling, and recall are otherwise left to the bylaws.⁵ And when a cooperative or HOA election is contested, an aggrieved shareholder or member can petition the Supreme Court — the trial court — under Business Corporation Law § 619, which lets the court confirm the election, order a new one, or take whatever other action justice requires.⁴

Section 4: Recent legislative and judicial activity

A. Recent bills

B. Recent appellate rulings

C. Active legislative debates

Two proposals are worth watching on cooperative and condominium governance: the cooperative and condominium ombudsperson program (S7745) and the measure requiring at least one resident director on cooperative boards (S9572). Both were still in committee as of June 2026.^32,31

Section 5: National positioning and related coverage

New York is a multi-track state for board elections, covering condominiums, cooperatives, and planned-community HOAs, with no comprehensive common-interest statute and no version of the Uniform Common Interest Ownership Act on the books. That sets it apart from the comprehensive-statute and UCIOA states, where a single act often supplies the election defaults across every community type. Two features make New York distinctive here. One is its large cooperative sector, where board elections run under corporate law rather than any condominium or HOA statute. The other is the inverted court naming, where the Supreme Court is the trial court and the Court of Appeals is the highest court. For a multi-state operator, the practical lesson is direct: in New York, decide first whether you're dealing with a condominium, a cooperative, or a planned-community HOA, because both the governing law and the names of the courts differ from most other states.

Federal frameworks also reach New York associations and cooperatives no matter what the state framework says — 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.

1. N.Y. Real Prop. Law art. 9-B, § 339-d et seq. (McKinney) (Condominium Act) ↩
2. N.Y. Bus. Corp. Law § 703 (McKinney) (Election and term of directors) ↩
3. N.Y. Not-for-Profit Corp. Law § 703 (McKinney) (Election and term of office of directors) ↩
4. N.Y. Bus. Corp. Law § 619 (McKinney) (Powers of supreme court respecting elections) ↩
5. N.Y. Real Prop. Law § 339-v (McKinney) (Contents of by-laws) ↩
6. N.Y. Att'y Gen., How to Handle Problems With a Condominium's Board of Managers (Real Estate Finance Bureau) ↩
7. N.Y. Coop. Corp. Law (McKinney) ↩
8. N.Y. Not-for-Profit Corp. Law § 702 (McKinney) (Number of directors) ↩
9. N.Y. Bus. Corp. Law § 702 (McKinney) (Number of directors) ↩
10. N.Y. Bus. Corp. Law § 704 (McKinney) (Classification of directors) ↩
11. N.Y. Not-for-Profit Corp. Law § 704 (McKinney) (Classification of directors) ↩
12. N.Y. Bus. Corp. Law § 701 (McKinney) (Board of directors) ↩
13. N.Y. Not-for-Profit Corp. Law § 701 (McKinney) (Board of directors) ↩
14. N.Y. Att'y Gen., Co-op Board of Directors (guidance) ↩
15. N.Y. Bus. Corp. Law § 602 (McKinney) (Meetings of shareholders) ↩
16. N.Y. Not-for-Profit Corp. Law § 603 (McKinney) (Meetings of members) ↩
17. N.Y. Bus. Corp. Law § 605 (McKinney) (Notice of meetings of shareholders) ↩
18. N.Y. Not-for-Profit Corp. Law § 605 (McKinney) (Notice of meeting of members) ↩
19. N.Y. Bus. Corp. Law § 609 (McKinney) (Proxies) ↩
20. N.Y. Bus. Corp. Law § 618 (McKinney) (Cumulative voting) ↩
21. N.Y. Not-for-Profit Corp. Law § 609 (McKinney) (Proxies) ↩
22. N.Y. Not-for-Profit Corp. Law § 617 (McKinney) (Cumulative voting) ↩
23. N.Y. Bus. Corp. Law § 608 (McKinney) (Quorum of shareholders) ↩
24. N.Y. Not-for-Profit Corp. Law § 608 (McKinney) (Quorum at meeting of members) ↩
25. N.Y. Bus. Corp. Law § 614 (McKinney) (Vote of shareholders) ↩
26. N.Y. Not-for-Profit Corp. Law § 613 (McKinney) (Vote of members) ↩
27. N.Y. Bus. Corp. Law § 706 (McKinney) (Removal of directors) ↩
28. N.Y. Not-for-Profit Corp. Law § 706 (McKinney) (Removal of directors) ↩
29. N.Y. Bus. Corp. Law § 705 (McKinney) (Newly created directorships and vacancies) ↩
30. N.Y. Not-for-Profit Corp. Law § 705 (McKinney) (Newly created directorships and vacancies) ↩
31. N.Y. S. 9572, 2025-2026 Reg. Sess. (N.Y. 2025) ↩
32. N.Y. S. 7745, 2025-2026 Reg. Sess. (N.Y. 2025) ↩
33. Schmidt v. Bd. of Dirs. of Duane Owners, Inc., 232 A.D.3d 500, 2024 NY Slip Op 05778 (1st Dep't 2024) ↩