New York HOA Director Qualifications

Section 1: Overview

New York runs three kinds of community under three separate bodies of law, and it keeps director qualifications light. Look first at what the state does not require: no certification, no statutory term limit, no automatic disqualification of owners who fall behind, and no bar on people with criminal histories. The qualifications that do exist come mostly from the documents and from corporate law. Condominiums answer to the New York Condominium Act, Real Property Law (RPL) Article 9-B, §§ 339-d through 339-kk, which calls the body a “board of managers” rather than a board of directors and leaves most New York condominiums as unincorporated associations.¹ Cooperatives answer to corporate law — usually the Business Corporation Law, sometimes the Cooperative Corporations Law — alongside proprietary leases and bylaws, and they run a corporate board of directors. Homeowners associations rely on recorded covenants and, where they incorporate, the Not-for-Profit Corporation Law (N-PCL).²

That setup separates New York from heavy-touch states such as Florida and California. Those states screen director eligibility by statute — certification or education, term limits, automatic disqualification of certain owners — and New York has not.³ The sections that follow show where the qualifications come from in each form, lay out the eligibility, disqualification, composition, and tenure rules that actually apply, and review the recent legislative and judicial activity that touches director qualifications and board composition.

Section 2: Where director qualifications come from

2A. The three community forms and their governing law

Your first job in New York is to identify the community form, because the governing statute, the board terminology, and the removal mechanics all follow from it.

Condominiums. The Condominium Act, RPL Article 9-B, §§ 339-d through 339-kk, governs how condominiums form, operate, and run day to day.¹ The Act uses the term “board of managers.” RPL 339-v lets a board of managers incorporate but does not require it, which is why most New York condominiums operate as unincorporated associations.⁴ The bylaws carry the detail. RPL 339-u provides that bylaws annexed to the declaration govern the operation of the property, and RPL 339-v lists what those bylaws must contain — how the board of managers is nominated and elected, how many people sit on it, that the terms of at least one-third of the board expire each year, and how a board member is removed.^{4, 5}

Cooperatives. A cooperative corporation owns the building; residents hold shares and a proprietary lease. Corporate law governs the corporation — in the overwhelming majority of cases the Business Corporation Law (BCL), and in some cases the Cooperative Corporations Law — together with the proprietary lease and bylaws.⁶ The board is a corporate board of directors, and the Condominium Act does not reach it.

Homeowners associations. New York has no comprehensive planned-community HOA statute. Recorded covenants govern planned communities, and where the association incorporates as a not-for-profit, the N-PCL governs too.²

None of the three frameworks imposes a certification or education requirement, a statutory term limit, or an automatic disqualification of delinquent owners or people with criminal histories. Article 9-B says nothing about board-member eligibility screens; the BCL and N-PCL set default governance rules but no such screens; and because no comprehensive HOA statute exists, no state-law eligibility test reaches HOA directors.

2B. The corporate-law layer, by form

The applicable corporate act is the scaffolding for director eligibility and removal, and which act applies depends on the form. Cooperatives are corporations, so the BCL governs their directors — or, less commonly, the Cooperative Corporations Law.⁶ Homeowners associations and incorporated condominiums organized as not-for-profits answer to the N-PCL.²

Director provisions and removal live in the applicable corporate act. BCL 706 lets shareholders remove any or all directors of a cooperative for cause, allows the certificate of incorporation or bylaws to authorize removal without cause by shareholder vote, and lets the attorney general or holders of ten percent of the outstanding shares bring an action to remove a director for cause.⁷ N-PCL 706 sets the parallel rule for not-for-profits: members may remove directors for cause, removal without cause requires authorization in the certificate or bylaws, and the attorney general or ten percent of the members may bring a removal-for-cause action.⁸ Because the corporate act, the board terminology, and the removal mechanics differ across the forms, you have to identify the form first.

2C. The declaration, bylaws, and proprietary lease

The operative documents differ by form. A condominium runs on its declaration and the bylaws annexed to it.⁵ A cooperative runs on its certificate of incorporation, bylaws, and proprietary lease. An HOA runs on its recorded covenants and, where incorporated, its bylaws.

Precedence runs in order: the controlling statute first (the Condominium Act for condominiums; the applicable corporate act for cooperatives and incorporated HOAs), then the governing documents, then the corporate-act default rules where the documents stay silent, then the rules and regulations. So a manager or attorney identifies the community form first, then applies the right statute and the right documents — because a rule that controls a cooperative director will not necessarily control a condominium board member.

Section 3: Director eligibility, disqualification, and tenure rules

A. Eligibility to serve

Whether a board member has to hold an ownership interest is a documentary question in New York, not a statutory one. For condominiums, the Condominium Act does not require a manager to be a unit owner; RPL 339-v leaves the nomination, election, and qualifications of the board of managers to the bylaws.⁴ In practice, condominium bylaws often require managers to be unit owners — but that requirement comes from the governing documents, not the Act. For cooperatives, the BCL does not require a director to be a shareholder unless the certificate or bylaws say so; residency, share-ownership, and good-standing requirements come from the proprietary lease and bylaws. For HOAs, membership and good-standing requirements likewise come from the covenants and bylaws, with the N-PCL filling the gaps where the documents stay silent.²

New York sets no minimum age specific to community-association directors beyond the general corporate rule. The BCL requires each director to be at least eighteen and lets the certificate or bylaws prescribe other qualifications.⁹ The governing documents handle co-owners, shareholders of record, spouses, trustees, and entity representatives — and, for cooperatives, the proprietary lease and the corporation’s stock records do — rather than any eligibility statute unique to associations.

B. Disqualification and removal

Removing a sitting director or board member follows the source layer for the form. For cooperatives, BCL 706 controls: removal for cause by shareholder vote, removal without cause only if the certificate or bylaws authorize it, and a judicial removal-for-cause action open to the attorney general or to holders of ten percent of the shares.⁷ For HOAs and incorporated condominiums organized as not-for-profits, N-PCL 706 supplies the parallel rule.⁸ For unincorporated condominiums, the bylaws and RPL Article 9-B govern removal, and RPL 339-v requires the bylaws to spell out the method.⁴ The mechanics of a removal vote — notice, quorum, ballots — are a board-elections question, taken up separately; on the qualification side, the rule is simply that removal authority comes from the applicable corporate act for incorporated entities and from the bylaws for unincorporated condominiums.

Delinquency on common charges or maintenance, and criminal history, do not disqualify a candidate or a sitting board member by statute in New York. Any disqualification on those grounds has to come from the governing documents. New York has not enacted the automatic statutory bars that some heavy-touch states use. Conflict-of-interest limits on service are documentary and corporate in the same way: the BCL and N-PCL address interested-director and related-party transactions rather than barring service outright.

C. Board composition and terms

The minimum and maximum number of directors or managers comes from the applicable statute and the governing documents. Under the N-PCL, the entire board must hold no fewer than three directors, and within that floor the bylaws or board or member action fix the number.¹⁰ Under the BCL, the board holds one or more members, with the bylaws or shareholder or board action fixing the number.¹¹ For condominiums, the bylaws set the number of managers under RPL 339-v.⁴

Term length and staggering are documentary and corporate. RPL 339-v requires condominium bylaws to provide that the terms of at least one-third of the board expire each year, which staggers the terms.⁴ For cooperatives, the BCL elects directors for the term the certificate or bylaws provide.¹² New York imposes no statutory term limit on association directors in any of the three forms; any term limit has to come from the governing documents.

Sponsor or declarant board representation, and the handoff to an owner- or shareholder-controlled board, runs primarily through the offering plan and bylaws, which fold in the Attorney General’s regulations. For residential conversions and newly constructed condominiums, those regulations and the offering plan set whether and for how long a sponsor may control the board.¹³ The Attorney General’s role here stays narrow — reviewing and accepting offering plans at formation under the Martin Act and General Business Law § 352-e. That is a disclosure function at the offering stage, not an ongoing operations regulator, and not a source of director qualifications.¹⁴

D. Onboarding and ongoing qualification duties

New York requires no director certification or education for community-association board members in any of the three forms. That stands in direct contrast with Florida, where each newly elected or appointed residential condominium director must, within 90 days, submit a certificate showing completion of an educational curriculum of at least four hours — and a director who misses the deadline is suspended from service until he or she complies.³ A New York manager onboarding a new director has no state-mandated training to arrange.

Conflict-of-interest disclosure expectations come from the corporate act and the governing documents, not from a director-qualification statute. The applicable corporate act and New York common law set the fiduciary and standard-of-care baseline. BCL 717 requires a director to act in good faith and with the care an ordinarily prudent person in a like position would use under similar circumstances; N-PCL 717 sets the same standard for not-for-profit directors.^{15, 16} New York courts review board decisions under the business judgment rule that Levandusky v. One Fifth Avenue Apartment Corp. laid out — courts defer to a board’s decision so long as the board makes it in good faith, within the scope of its authority, and in furtherance of the corporation’s purposes.¹⁷

Section 4: Recent legislative and judicial activity

A. Recent bills

One bill in the current legislative window squarely changes director composition for one of the three forms.

No bill in the 2023-2024 or 2025-2026 sessions amends director qualifications, board composition, term limits, or removal for condominiums under RPL Article 9-B, and none amends director removal under the BCL, the Cooperative Corporations Law, or the N-PCL.

B. Recent appellate rulings

Two recent appellate decisions bear on board authority and the standard of care, and both apply the business judgment rule to cooperative boards.

C. Active legislative debates

Beyond S9572, a separate proposal would create a cooperative and condominium ombudsperson program inside the Division of Housing and Community Renewal. S7745 (2025-2026, Senator Mayer) remains in committee, and it does not touch director qualifications, composition, or removal.²¹

Section 5: National positioning and related coverage

New York is a moderate-touch state for director qualifications. Three distinct community forms run under three bodies of law: condominiums under the Condominium Act, cooperatives under corporate law and proprietary leases, and homeowners associations under covenants and the N-PCL. Eligibility stays largely documentary and corporate, the right corporate act depends on the form, and the state imposes no certification, no term limit, and no automatic disqualification of delinquent owners or certain felons. Heavy-touch states run the other way. Florida requires director education or certification, caps a board member at no more than eight consecutive years absent a two-thirds supermajority of owners, and treats a director or officer more than 90 days delinquent on a monetary obligation as having abandoned office; California, in turn, requires associations to disqualify a candidate who is not a member at nomination and disqualifies a director who stops being a member.^{3, 22} New York’s cooperative form, governed by corporate law and proprietary leases, has no close analog in most states. For a multi-state operator, the threshold question in New York is which form applies, because the form sets the governing statute, the board terminology, and the removal mechanics. New York also runs an inverted court-naming convention: the trial court is the Supreme Court, the intermediate appellate court is the Appellate Division, and the highest court is the New York Court of Appeals.²³

HOA Weekly refreshes its New York director-qualifications coverage each quarter, as the Legislature and the New York courts act. Federal frameworks rarely dictate director qualifications, but New York 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.Y. Real Prop. Law art. 9-B (Condominium Act), §§ 339-d to 339-kk ↩
2. N.Y. Not-for-Profit Corp. Law art. 7 (Directors and Officers) ↩
3. Fla. Stat. § 718.112(2)(d), (2)(p) (director education, term limits, and abandonment for delinquency) ↩
4. N.Y. Real Prop. Law § 339-v (Contents of by-laws) ↩
5. N.Y. Real Prop. Law § 339-u (By-laws) ↩
6. N.Y. Bus. Corp. Law art. 7 (Directors and Officers) ↩
7. N.Y. Bus. Corp. Law § 706 (Removal of directors) ↩
8. N.Y. Not-for-Profit Corp. Law § 706 (Removal of directors) ↩
9. N.Y. Bus. Corp. Law § 701 (Board of directors) ↩
10. N.Y. Not-for-Profit Corp. Law § 702 (Number of directors) ↩
11. N.Y. Bus. Corp. Law § 702 (Number of directors) ↩
12. N.Y. Bus. Corp. Law § 703 (Election and term of directors) ↩
13. N.Y. Comp. Codes R. & Regs. tit. 13, § 20.3 (Format and content of condominium offering plans; sponsor-control disclosure) ↩
14. N.Y. Gen. Bus. Law § 352-e (Martin Act; real estate syndication offerings) ↩
15. N.Y. Bus. Corp. Law § 717 (Duty of directors) ↩
16. N.Y. Not-for-Profit Corp. Law § 717 (Duty of directors, officers and key persons) ↩
17. Matter of Levandusky v. One Fifth Ave. Apt. Corp., 75 N.Y.2d 530 (1990) ↩
18. S. 9572, 2025-2026 Leg., Reg. Sess. (N.Y. 2026) (Sen. Kavanagh) ↩
19. Levy v. 103-25 68th Ave. Owners, Inc., 2024 N.Y. Slip Op. 00185 (App. Div. 2d Dep’t Jan. 17, 2024) ↩
20. Avrahami v. 235 W. 108th St. Owners Corp., 2025 N.Y. Slip Op. 02126, 237 A.D.3d 492 (App. Div. 1st Dep’t Apr. 10, 2025) ↩
21. S. 7745, 2025-2026 Leg., Reg. Sess. (N.Y. 2025) (Sen. Mayer) ↩
22. Cal. Civ. Code § 5105 (director election rules and member-qualification disqualification) ↩
23. N.Y. State Unified Court Sys., Appellate Courts (court structure: Supreme Court, Appellate Division, Court of Appeals) ↩