Ohio HOA Board Elections
Section 1: Overview, how board elections are governed in Ohio
In Ohio, the law that controls a board election depends first on what kind of community is voting. Two separate statutes do the work, and each one hands much of the operating detail to the community's own governing documents. The Ohio Condominium Property Act — Ohio Rev. Code Chapter 5311 — governs condominiums and the unit owners associations that run them.1 The Ohio Planned Community Law — Ohio Rev. Code Chapter 5312, which the 128th General Assembly enacted as Senate Bill 187 and which took effect September 10, 2010 — governs planned communities, meaning the non-condominium homeowners associations.2
These are two distinct statutes, and they do not overlap. Chapter 5312 says plainly that a condominium property as defined in Chapter 5311 is not a planned community, so you match the chapter to the community type rather than apply both at once.2 Each statute fixes a limited set of board-governance rules and then defers the rest — board size, nomination method, term length, quorum, and the owner voting method — to the declaration and bylaws.1,3
Ohio never adopted the Uniform Common Interest Ownership Act. Chapter 5311 is the state's own condominium statute, and Chapter 5312 is the 2010 Planned Community Law, so UCIOA section numbers and default mechanics simply do not apply here.2 That makes Ohio a two-statute, non-UCIOA state, where the election framework splits by community type and the recorded documents fill in most of the detail. The sections that follow lay out the framework for each chapter, the corporate-law backstop, and the mechanics that property managers and boards reach for when an election is contested.
Section 2: The election framework
2A. The Condominium Property Act (Chapter 5311) and condominium board elections
The Ohio Condominium Property Act requires every condominium property to be administered by a unit owners association, and it places all power and authority in a board of directors that the unit owners elect from among the unit owners or their spouses.1 When the owner is not an individual, that owner may nominate a principal, member, partner, director, officer, or employee to serve, and the board's majority may not come from the same unit unless the board first adopts a resolution permitting it.1 The board elects a president, secretary, treasurer, and any other officers it wants.1
The Act lays out a structured handoff from developer control to owner-elected boards. Under Ohio Rev. Code 5311.08(C)(2)(a), "Not later than sixty days after the developer has sold and conveyed condominium ownership interests appertaining to twenty-five per cent of the undivided interests in the common elements in a condominium development, the unit owners association shall meet, and the unit owners other than the developer shall elect not less than one-third of the members of the board of directors."1 Developer control may run until sixty days after seventy-five per cent of the undivided interests have been conveyed — but no longer than five years after the association is established for an expandable condominium, or three years for a non-expandable one. Within sixty days after that control period ends, the association must meet and elect the full board.1
The Act fixes director eligibility, the developer-control timeline, and a requirement that the bylaws stagger terms so that not less than one-fifth expire each year.1 It leaves board size, the specific term length, the nomination method, the removal method, and officer election to the bylaws.1 Because Chapter 5311 stands apart from the Planned Community Law and is not based on UCIOA, you should not read its provisions into a planned community.2
2B. The Planned Community Law (Chapter 5312) and planned-community board elections
The Ohio Planned Community Law, which the 128th General Assembly enacted in 2010, provides that an owners association administers a planned community and that a board of directors — elected by the owners from among the owners and their spouses — exercises all the association's power and authority.3 As under the condominium statute, an entity owner's principal, member, partner, director, officer, trustee, or employee may serve, and the board majority may not come from the same lot unless the board adopts a resolution allowing it.3 The board elects its own officers, may act for the association in most matters, and may appoint people to fill vacancies for the unexpired portion of any term.4
On declarant control, Chapter 5312 provides that, if the declaration says so, a declarant may control the association for the period the declaration specifies — appointing and removing board members during that time — and that control ends no later than when all lots have been transferred to owners.3 By the time declarant control terminates, the owners must elect a board of the size the declaration or bylaws specify.3 Except during declarant control, the board must call a meeting of the owners association at least once a year.4
Chapter 5312 fixes the source of board authority, director eligibility, the declarant-control endpoint, the annual meeting obligation, and vacancy-filling.3,4 It leaves board size, term length, nomination method, the owner voting method, proxies, and quorum to the declaration and bylaws.3 And it governs planned communities only — it is a separate statute from Chapter 5311 and does not reach condominiums.2
2C. Corporate law, the bylaws, and order of precedence
Most Ohio associations incorporate as nonprofit corporations, and Chapter 5312 in fact requires a planned-community association to organize as a nonprofit corporation under Ohio Rev. Code Chapter 1702.3 The Ohio Nonprofit Corporation Law fills the director gaps wherever the applicable chapter and the governing documents go silent: it sets a default director term that runs until the next annual meeting unless the articles or regulations say otherwise, permits classification of directors, handles removal under the procedure in the articles or regulations, and lets the remaining directors fill vacancies for the unexpired term.5,6 Chapter 1702 is corporate scaffolding, not an HOA election statute, and it applies only as a backstop.
The order of precedence runs like this: the applicable statute first — Chapter 5311 for condominiums or Chapter 5312 for planned communities — then the declaration, then the bylaws, then the Nonprofit Corporation Law gap-fillers, then the association's rules. A mandatory statutory provision overrides a conflicting document. Where the statute defers, the declaration governs, then the bylaws, with Chapter 1702 supplying defaults only where the documents say nothing. The practical takeaway: the controlling election rule depends first on whether the community is a condominium or a planned community, and a great deal of the detail comes from the recorded governing documents rather than the statute.
Section 3: Election mechanics
Quick-Reference Election Mechanics Table
| # | Mechanic | Rule (state for each applicable community type) | Governing source |
|---|---|---|---|
| 1 | Source of board-election rules | Condominiums: Chapter 5311 sets the board framework and defers detail to the declaration and bylaws.1 Planned communities: Chapter 5312 sets the board framework and defers detail to the declaration and bylaws.3 Chapter 1702 backstops both. | ORC 5311.08; ORC 5312.03; ORC 1702 |
| 2 | Board size (statutory range or default) | Condominiums: not fixed by statute; the bylaws state the number that makes up the board.1 Planned communities: not fixed by statute; owners elect the number the declaration or bylaws specify.3 Set by the declaration and bylaws. | ORC 5311.08(B); ORC 5312.03(C) |
| 3 | Director term length | Condominiums: no fixed term; the bylaws set terms, subject to the staggering rule in row 5.1 Planned communities: Chapter 5312 does not address it; the declaration and bylaws set it, with the Chapter 1702 default (until the next annual meeting) if the documents are silent.5 | ORC 5311.08(B); ORC 1702.28 |
| 4 | Term limits | Both community types: not addressed by statute; set by the declaration and bylaws. | ORC 5311.08(B); ORC 5312.03 |
| 5 | Staggered or classified terms | Condominiums: the bylaws must provide terms with not less than one-fifth of directors expiring each year.1 Planned communities: Chapter 5312 does not address it; Chapter 1702 permits classification; set by the declaration and bylaws.5 | ORC 5311.08(B); ORC 1702.28 |
| 6 | Director eligibility (membership, good standing, residency) | Condominiums: directors come from the unit owners or their spouses; an entity owner may nominate a principal, member, partner, director, officer, or employee; the board majority may not come from the same unit absent a board resolution.1 Planned communities: directors come from the owners and their spouses, with parallel entity-owner and same-lot rules.3 Statute does not address good-standing or residency tests; the declaration and bylaws set those. | ORC 5311.08(A); ORC 5312.03(A) |
| 7 | Declarant-control termination (when owners first elect the board) | Condominiums: the owners other than the developer elect at least one-third of the board within 60 days after 25% of the undivided interests are conveyed; developer control ends 60 days after 75% are conveyed, capped at five years (expandable) or three years (non-expandable), with full owner election within 60 days after.1 Planned communities: declarant control lasts for the period the declaration specifies and ends no later than when all lots are transferred; the owners elect the board by termination.3 | ORC 5311.08(C),(D); ORC 5312.03(C) |
| 8 | Annual meeting requirement and election timing | Condominiums: Chapter 5311 does not fix the annual owners' meeting date; the bylaws set the timing, and Chapter 1702 requires an annual meeting to elect directors.1,7 Planned communities: the board must call an owners' meeting at least once a year except during declarant control; the declaration and bylaws set timing.4 | ORC 5311.08(B); ORC 1702.16; ORC 5312.04(C) |
| 9 | Notice period for the election meeting | Both community types: neither Chapter 5311 nor 5312 fixes a notice period; the declaration and bylaws set it, with the Chapter 1702 notice rules as a backstop; electronic notice is allowed with the owner's prior written authorization.1,8 | ORC 5311.08(B); ORC 5312.02(B); ORC 1702.18 |
| 10 | Candidate nomination method | Both community types: not addressed by statute; set by the declaration and bylaws. | ORC 5311.08(B); ORC 5312.02(B) |
| 11 | Permitted voting methods (in person, proxy, absentee or mail ballot, electronic, cumulative) | Condominiums: owners may act in person or by proxy, with voting power equal to the undivided interest in the common elements unless the documents provide otherwise; statute does not address absentee, mail, electronic, or cumulative voting, so the declaration and bylaws set those.1,9 Planned communities: Chapter 5312 does not address the owner voting method, proxies, or allocation; the declaration and bylaws set them, with Chapter 1702 as a backstop.3 | ORC 5311.08(A); ORC 5311.22; ORC 5312.03 |
| 12 | Quorum required to hold the election | Condominiums: unless the documents provide otherwise, the owners present in person or by proxy when action is taken make a sufficient quorum, and the bylaws also state a quorum in terms of undivided interests.1 Planned communities: Chapter 5312 does not address it; the declaration and bylaws set it, with Chapter 1702 as a backstop.10 | ORC 5311.08(A),(B); ORC 1702.22 |
| 13 | Vote threshold to elect (plurality or majority) | Both community types: not addressed by statute; set by the declaration and bylaws. | ORC 5311.08(B); ORC 5312.02(B) |
| 14 | Removal or recall of directors (threshold and procedure) | Condominiums: the bylaws must provide the method for removing directors; statute fixes no threshold.1 Planned communities: Chapter 5312 does not address removal of elected directors; the declaration and bylaws set it, with Chapter 1702 as the gap-filler; during declarant control the declarant may remove the members it appointed.3,6 | ORC 5311.08(B); ORC 5312.03(C); ORC 1702.29 |
| 15 | Filling mid-term board vacancies | Condominiums: Chapter 5311 does not specify; the bylaws set it, with Chapter 1702 letting the remaining directors fill a vacancy for the unexpired term.6 Planned communities: the board may appoint people to fill vacancies for the unexpired portion of the term.4 | ORC 5312.04(B); ORC 1702.29 |
A. Eligibility and nominations
For condominiums, Chapter 5311 requires directors to be elected from among the unit owners or their spouses, and it lets an entity owner nominate a principal, member, partner, director, officer, or employee; this eligibility rule is statutory and cannot be waived.1 For planned communities, Chapter 5312 imposes the parallel rule — directors come from the owners and their spouses — with the same entity-owner provision.3 Both chapters cap same-unit and same-lot board majorities unless the board adopts an enabling resolution, a rule that Senate Bill 61 of the 134th General Assembly added effective September 13, 2022; Ohio Rev. Code 5311.08(A)(1) now provides that "The majority of the board shall not consist of unit owners or representatives from the same unit unless authorized by a resolution adopted by the board of directors prior to the board majority being comprised of owners or representatives from the same unit."11 The nomination method itself is bylaw-set under both chapters, not statutory.
B. Notice, annual meeting, and quorum
For planned communities, Chapter 5312 requires the board to call a meeting of the owners at least once a year, except during declarant control, but it does not fix the meeting date, the notice period, or the quorum — the bylaws do.4 For condominiums, Chapter 5311 does not set the annual meeting date, but it provides that, unless the documents say otherwise, owners present in person or by proxy when action is taken make a sufficient quorum, and it requires the bylaws to set meeting procedures and a quorum measured in undivided interests.1 Where the documents are silent, the Nonprofit Corporation Law supplies the annual-meeting, notice, and quorum defaults.7,10 Both frameworks permit electronic notice with the owner's prior written authorization.8
C. Voting methods, proxies, and ballots
For condominiums, Chapter 5311 expressly lets owners act in person or by proxy and allocates voting power by undivided interest in the common elements unless the declaration or bylaws provide otherwise — so the allocation default is statutory but adjustable.1,9 The Act does not address mail, absentee, electronic, or cumulative voting, which the bylaws set. For planned communities, Chapter 5312 does not address the owner voting method, voting-power allocation, proxies, or ballots at all; the declaration and bylaws set them, with the Nonprofit Corporation Law applying where the documents are silent.3 Board meetings, as distinct from owner elections, may proceed by any method of communication under both chapters.1,4
D. Terms, vacancies, removal, and recall
For condominiums, Chapter 5311 requires the bylaws to set director terms with not less than one-fifth expiring each year and to state the method for removing directors — so staggering is mandatory, while the exact term and the removal threshold are bylaw-set.1 For planned communities, Chapter 5312 fixes neither term length, term limits, nor a removal threshold for elected directors; it does let the board fill vacancies for the unexpired portion of any term.4 The Nonprofit Corporation Law supplies the gap-fillers for term, removal, and vacancy where the chapter and the documents are silent, including the rule that the remaining directors may fill a vacancy for the unexpired term.5,6 During declarant control of a planned community, the declarant may remove the members it appointed.3
Section 4: Recent legislative and judicial activity
A. Recent bills
No bill enacted or pending in the 135th or 136th General Assembly — that is, from 2023 through mid-2026 — amends the board-election, director-removal, or owner-voting provisions of Chapter 5311 or Chapter 5312. The most recent enacted change to those provisions is still Senate Bill 61 of the 134th General Assembly. We summarize it below for reference, because it continues to define the current board-composition rule, even though its effective date falls outside the 24-month window.
SB 61 · 134th General Assembly
Senate Bill 61 amended both Chapter 5311 and Chapter 5312. On board elections specifically, it added the rule that a board majority may not consist of owners or representatives from the same unit or lot unless the board first adopts an enabling resolution; it also modernized the electronic-notice, reserve, and insurance provisions.[11]
| Property managers | Confirm your election rosters and ballots will not seat a board majority from a single unit or lot unless a qualifying board resolution is already on file. |
| HOA board members | Adopt the enabling resolution before any election that could produce a same-unit or same-lot majority, or someone may challenge the result. |
| Community association attorneys | Treat Senate Bill 61 as the current baseline for board-composition limits in both chapters; no newer enacted amendment changes the election mechanics. |
| Homeowners | You can rely on the same-unit and same-lot majority limit as a default protection unless the board has voted to waive it. |
A lien-priority bill — House Bill 226 of the 136th General Assembly — would amend Sections 5311.18 and 5312.12, but it concerns assessment liens, not board elections. We note it here only to confirm it does not bear on this topic.12
B. Recent appellate rulings
Water Street Condominium Owners' Assn., Inc. v. Ferguson
The Eighth District held that a dispute over which slate is the validly elected condominium board must be resolved through a quo warranto action — "the proper and exclusive remedy for determining the legal right of an officer of an incorporated nonprofit association to hold office." Under Ohio Rev. Code 2733.05 and 2733.03, such an action "must be brought by the attorney general or a prosecuting attorney" and "can be only be brought in the Supreme Court or in the court of appeals," so a common pleas court had no subject-matter jurisdiction over the association's declaratory-judgment and injunction claims.[13]
| Property managers | You cannot resolve a contested-election fight with a routine declaratory-judgment filing in common pleas court; expect a narrower procedural path. |
| HOA board members | If two boards each claim to be legitimate, a quo warranto action decides the election's validity — not a suit asking a court to declare one slate the real board. |
| Community association attorneys | Frame board-seat challenges as quo warranto in the court of appeals or the Supreme Court, brought through the proper public officer, or risk dismissal for want of jurisdiction. |
| Homeowners | If you challenge an election result, you face a specific, limited remedy; get counsel early so you do not file something the court must throw out. |
Ragouzis v. Madison House Condominium Owners Assn., Inc.
The case began with a 22-count complaint that unit owner Edgar Ragouzis and others filed on November 21, 2022, against the association, board, and management company of The Madison House — "a 175-unit high-rise building located in Hyde Park, Ohio" — seeking removal of the board and the management company. On appeal, the First District ruled on class certification of the association's counterclaims, holding that certification was improper because the counterclaim plaintiffs "have not positively shown that joinder is impracticable," given that the interested defendants were already joined. The decision shows how board-control disputes often turn on procedural posture rather than on the merits of the election itself.[14]
| Property managers | Board-removal litigation can drag on and stay procedural; keep clean meeting, ballot, and ownership records to back the association's position. |
| HOA board members | A challenge to the board can run for years on side issues such as class certification; document your governance decisions carefully throughout. |
| Community association attorneys | Procedural defenses — class-certification standards among them — can decide a condominium board-control dispute. |
| Homeowners | If you pursue board removal, expect procedural hurdles and prepare for a long process. |
C. Active legislative debates
The proposals drawing attention in the current General Assembly center on assessment-lien priority and on political-sign and reserve-study questions — not on board elections. No active proposal amends the board-election or director-removal provisions of Chapter 5311 or Chapter 5312.12
Section 5: National positioning and related coverage
Ohio is a two-statute, non-UCIOA state. The Condominium Property Act (Chapter 5311) and the 2010 Planned Community Law (Chapter 5312) govern board elections separately, which sets Ohio apart from the UCIOA states that run everything through one integrated common-interest statute and from the CC&R-primary states that lean almost entirely on recorded covenants. The defining feature here is that parallel-statute design: separate condominium and planned-community laws, each fixing only a limited set of election rules and deferring board size, nomination method, term length, quorum, and voting method to the declaration and bylaws.1,3 For a multi-state operator, the practical move is to figure out first whether a given community is a condominium under Chapter 5311 or a planned community under Chapter 5312, then read the declaration and bylaws for most of the operating detail rather than assume a statutory default.
Federal frameworks reach Ohio associations 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 Over-the-Air Reception Devices rule all apply alongside it.
- Ohio Rev. Code § 5311.08 (Condominium Property Act — unit owners association; board of directors) ↩
- Ohio Rev. Code ch. 5312 (Ohio Planned Community Law) (added by S.B. 187, 128th Gen. Assemb., eff. Sept. 10, 2010) ↩
- Ohio Rev. Code § 5312.03 (Planned Community Law — administration; owners association; board of directors) ↩
- Ohio Rev. Code § 5312.04 (Planned Community Law — election of officers; powers; meetings) ↩
- Ohio Rev. Code § 1702.28 (Nonprofit Corporation Law — term and classification of directors) ↩
- Ohio Rev. Code § 1702.29 (Nonprofit Corporation Law — removal of directors and filling vacancies) ↩
- Ohio Rev. Code § 1702.16 (Nonprofit Corporation Law — annual meeting) ↩
- Ohio Rev. Code § 5311.05 (Condominium declaration — electronic-notice authority, div. (E)(1)(f)) ↩
- Ohio Rev. Code § 5311.22 (Condominium Property Act — voting) ↩
- Ohio Rev. Code § 1702.22 (Nonprofit Corporation Law — quorum of voting members) ↩
- S.B. 61, 134th Gen. Assemb. (Ohio 2022) (eff. Sept. 13, 2022) ↩
- H.B. 226, 136th Gen. Assemb. (Ohio) (assessment-lien priority) ↩
- Water Street Condominium Owners' Assn., Inc. v. Ferguson, 2024-Ohio-1592 (Ohio Ct. App. 8th Dist. Apr. 25, 2024) ↩
- Ragouzis v. Madison House Condominium Owners Assn., Inc., 2025-Ohio-2797 (Ohio Ct. App. 1st Dist. Aug. 8, 2025) ↩