Ohio HOA Director Qualifications

1. Overview: Who can serve on a condominium or planned community board in Ohio

Ohio takes a moderate approach. The state governs condominiums under the Condominium Property Act and planned communities under the Planned Community Law, and both statutes set the board-composition and eligibility rules head-on. A condominium board must draw its members from the unit owners or the spouses of unit owners. In both a condominium and a planned community, a majority of the board may not come from the same unit or lot — unless the board authorizes it by resolution.^{1, 2} Past those rules, the statutes hand the rest to the governing documents. Ohio requires no director certification, sets no term limit, and disqualifies no one automatically for falling behind on assessments or for a criminal record.

Two statutes do the work: the Condominium Property Act, Ohio Revised Code Chapter 5311, and the Planned Community Law, Ohio Revised Code Chapter 5312.^{1, 2} The categories do not overlap. A condominium property is not a planned community, and a planned community association must organize as a nonprofit corporation under Chapter 1702.^{2, 3} That places Ohio between two extremes. On the heavy-touch end sits Florida, where Fla. Stat. 718.112(2)(d) makes a new residential-condominium director certify in writing within ninety days that he or she has read the governing documents, or file a division-approved education certificate; caps service at four consecutive two-year terms absent a two-thirds vote; and bars any candidate “delinquent in the payment of any assessment due to the association” or convicted of a felony “unless such felon’s civil rights have been restored for at least 5 years.” On the light-touch end sit the states that leave eligibility almost entirely to the documents.⁴ The sections that follow show where the rules come from, what they require on eligibility and tenure, and what the legislature and the courts have done lately.

2. Where director qualifications come from

2A. The two statutes

Every Ohio community answers to one of two property statutes, so the manager’s first job is to figure out which one. Chapter 5311, the Condominium Property Act, reaches only property that has been submitted to it — through the execution and recording of a declaration.⁵ Chapter 5312, the Planned Community Law, arrived through Senate Bill 187 of the 128th General Assembly and took effect September 10, 2010.⁶ The two do not overlap: Chapter 5312 says outright that a condominium property as defined in section 5311.01 is not a planned community.³

Each act writes its own board rules. For condominiums, Ohio Revised Code 5311.08 requires the board to be elected from among the unit owners or their spouses, lets an entity owner nominate a principal, member of a limited liability company, partner, director, officer, or employee, bars a board majority drawn from the same unit absent a board resolution, and tells the board to elect a president, secretary, and treasurer.¹ For planned communities, Ohio Revised Code 5312.03 directs that the board be elected from among the owners and their spouses, lets an entity owner send a principal, member of a limited liability company, partner, director, officer, trustee, or employee, and bars a board majority from the same lot absent a board resolution; Ohio Revised Code 5312.04 then requires the board to elect its officers from among its members.^{2, 6}

What neither act does counts just as much. Neither imposes a certification or education requirement, a statutory term limit, an automatic disqualification for delinquency or a felony, or any rule that requires or forbids paying directors. Where the statutes go quiet, the governing documents and the corporate-law layer take over.

2B. The corporate-law layer: the Ohio Nonprofit Corporation Law

The Ohio Nonprofit Corporation Law, Ohio Revised Code Chapter 1702, supplies the corporate scaffolding. It sets the default board at not less than three directors, requires each director to be a natural person who holds any qualifications stated in the articles or the regulations, and addresses director terms and the filling of vacancies.^{7, 8} It also governs removal: a director may be removed under any procedure the articles or the regulations provide, and that removal opens a board vacancy.⁹

The form requirement splits the two community types. A planned community association must organize as a nonprofit corporation under Chapter 1702, so Chapter 1702 always governs a planned community HOA.² A condominium unit owners association may incorporate as a not-for-profit corporation but does not have to, so Chapter 1702 reaches a condominium association only once it incorporates.¹ Think of Chapter 1702 as corporate scaffolding: mandatory for HOAs, optional for condominiums.

2C. The declaration and bylaws

Inside the statutory board rules, the declaration and bylaws add the screens the statutes leave open — residency, age, or good-standing requirements among them. The Condominium Property Act tells the bylaws to provide for the election of the board, the number of directors, the terms of directors with not less than one-fifth expiring annually, the powers and duties of the board, the compensation of the directors, and the method of removing directors.¹

The order of precedence runs in a clear line: the applicable property statute first (Chapter 5311 for a condominium, Chapter 5312 for a planned community), then the declaration and bylaws, then the Chapter 1702 defaults where the association has incorporated, then the association’s own rules. So a manager works in that order — first decide whether the community is a condominium or a planned community, then apply the board rules in the right chapter, then read the governing documents for any extra eligibility screens.

3. Director eligibility, disqualification, and tenure rules

3A. Eligibility to serve

For condominiums, the eligibility rule is statutory. Ohio Revised Code 5311.08 requires the board to be elected from among the unit owners or the spouses of unit owners. If a unit owner is not an individual, that owner may nominate a principal, member of a limited liability company, partner, director, officer, or employee to the board. (Source layer: Condominium Property Act. Applies to: condominiums.)¹

For planned communities, Ohio Revised Code 5312.03 directs that the board be elected from among the owners and their spouses, and lets an entity owner put a principal, member of a limited liability company, partner, director, officer, trustee, or employee on the board. (Source layer: Planned Community Law. Applies to: planned communities.)² Both statutes tie eligibility to ownership or a defined relationship to an owner; the planned-community list simply adds “trustee” to the condominium list.

Any further residency, age, or good-standing requirement is documentary, not statutory. It exists only if the declaration or bylaws put it there. (Source layer: declaration and bylaws. Applies to: both community types.)

3B. Disqualification and removal

For any incorporated association, member removal of a director runs through the corporate layer. Ohio Revised Code 1702.29 says a director may be removed under any procedure the articles or the regulations provide, and that the removal opens a board vacancy. (Source layer: Ohio Nonprofit Corporation Law. Applies to: HOAs always, condominiums if incorporated.)⁹ The governing documents set the actual threshold and procedure; the mechanics of the removal vote itself are a board-elections question, taken up separately.

The majority-not-from-the-same-unit-or-lot limit works as a continuing constraint on who makes up the board, not as a screen on any single candidate. In a condominium, the majority of the board may not consist of owners or representatives from the same unit; in a planned community, the majority may not come from the same lot. Either way, the limit holds unless the board adopts an authorizing resolution before the majority is reached. (Source layer: Condominium Property Act and Planned Community Law. Applies to: both, respectively.)^{1, 2}

Neither act disqualifies a candidate or a sitting director for falling behind on assessments or for a criminal history. In Ohio, any such bar is documentary — it arises from the declaration or bylaws, never from statute. (Source layer: declaration and bylaws. Applies to: both community types.)

3C. Board composition and terms

The number of directors comes from the governing documents, inside the statutory frame. The Condominium Property Act tells the bylaws to fix the number of persons on the board, and Chapter 1702 sets a default floor of three directors for an incorporated association.^{1, 7} Term length and any staggering are documentary too, though the Condominium Property Act requires condominium bylaws to provide terms with not less than one-fifth of directors expiring each year.¹ Under Chapter 1702, a director holds office until the next annual meeting of voting members unless the articles or regulations say otherwise, and the law allows directors to be sorted into classes.⁸ Ohio sets no statutory term limit under either property act or Chapter 1702.

Developer or declarant control gives way to an owner-elected board on a statutory schedule. For condominiums, Ohio Revised Code 5311.08 sets the steps: within sixty days after the developer has conveyed twenty-five per cent of the common-element interests, the unit owners other than the developer elect at least one-third of the board; developer control may run no longer than five years for expandable property or three years for non-expandable property; the declaration may not be amended to widen the scope or stretch the period of developer control once another owner exists; and within sixty days after developer control ends, the association must elect every board member. (Source layer: Condominium Property Act. Applies to: condominiums.)¹ For planned communities, Ohio Revised Code 5312.03 runs declarant control for the period the declaration specifies, ends it no later than the point when all lots have passed to owners, and has the owners elect the board no later than the end of declarant control. (Source layer: Planned Community Law. Applies to: planned communities.)²

3D. Onboarding and ongoing qualification duties

Ohio requires no director certification and no education. There is no Ohio counterpart to Florida’s rule under Fla. Stat. 718.112(2)(d), which makes a new residential-condominium director, within ninety days, certify in writing that he or she “has read the association’s declaration of condominium, articles of incorporation, bylaws, and current written policies… and that he or she will faithfully discharge his or her fiduciary responsibility,” or instead file “a certificate of having satisfactorily completed the educational curriculum administered by a division-approved condominium education provider.”⁴ An Ohio director takes office on election, subject only to whatever the governing documents require. (Source layer: statutes silent; documents may add.)

For an incorporated association, the corporate layer handles conflicts of interest. Ohio Revised Code 1702.301 provides that a contract or transaction in which a director has an interest is neither void nor voidable if the material facts of that interest are disclosed to or known by the board and the board authorizes the matter in good faith.¹⁰ The fiduciary baseline comes from Ohio Revised Code 1702.30: a director must act in good faith, in a way the director reasonably believes to be in or not opposed to the best interests of the corporation, and with the care an ordinarily prudent person in a like position would use under similar circumstances. (Source layer: Ohio Nonprofit Corporation Law. Applies to: HOAs always, condominiums if incorporated.)¹¹ On pay, both property acts stay silent; the Condominium Property Act says only that the bylaws must address the compensation of directors, neither requiring nor forbidding it.¹

4. Recent legislative and judicial activity

4A. Recent bills

Nothing qualifies in this period. No bill in the past twenty-four months has touched Chapter 5311 or Chapter 5312 on director qualifications, board composition, or director removal. The last substantive change to the board-composition rules — the majority-not-from-the-same-unit-or-lot limit — arrived through Senate Bill 61 of the 134th General Assembly, which took effect September 13, 2022, and so falls outside the twenty-four-month window this section covers.¹²

4B. Recent appellate rulings

4C. Active legislative debates

No active proposal in the 136th General Assembly would change director qualifications, board composition, or director removal under either act. The pending bills that touch Chapters 5311 and 5312 deal with other subjects — flag-display restrictions, for instance — not director eligibility.

5. National positioning and related coverage

Ohio is a moderate-touch state on director qualifications. Two parallel statutes set the board-composition and eligibility rules outright — a unit-owner-or-spouse requirement for condominiums, and a majority-not-from-the-same-unit-or-lot limit for both condominiums and planned communities — while leaving certification, term limits, and disqualification to the governing documents.^{1, 2} Florida runs the other way. Under Fla. Stat. 718.112(2)(d), it layers on statutory director certification or education, an eight-year cap (four consecutive two-year terms absent a two-thirds vote), and rules that a candidate “delinquent in the payment of any assessment due to the association… is not eligible to be a candidate for board membership” and that a convicted felon “is not eligible for board membership unless such felon’s civil rights have been restored for at least 5 years.” Light-touch states, by contrast, rest eligibility almost entirely on the documents.⁴ For a multi-state operator, the practical point is plain: Ohio fixes some board-composition rules by statute — notably the unit-owner-or-spouse rule for condominiums — but draws the rest of the eligibility screens from the documents. It requires no director certification and no term limit under either property act.

HOA Weekly refreshes its Ohio director-qualifications coverage each quarter, as the General Assembly and the Ohio courts act. Federal frameworks rarely dictate director qualifications, but Ohio 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. Ohio Rev. Code § 5311.08 (Unit owners association) ↩
2. Ohio Rev. Code § 5312.03 (Administration; owners association; board of directors) ↩
3. Ohio Rev. Code § 5312.01 (Definitions) ↩
4. Fla. Stat. § 718.112(2)(d) (director eligibility, certification and education, term limits) ↩
5. Ohio Rev. Code ch. 5311 (Condominium Property) ↩
6. Ohio Rev. Code § 5312.04 (Election of officers; powers; meetings) ↩
7. Ohio Rev. Code § 1702.27 (Number and qualifications of directors) ↩
8. Ohio Rev. Code § 1702.28 (Term and classification of directors) ↩
9. Ohio Rev. Code § 1702.29 (Removal of directors and filling vacancies) ↩
10. Ohio Rev. Code § 1702.301 (Interest of director or officer in contract or transaction) ↩
11. Ohio Rev. Code § 1702.30 (Authority of directors; standard of care) ↩
12. Ohio Senate Bill 61, 134th General Assembly (eff. Sept. 13, 2022) ↩
13. Water Street Condominium Owners’ Assn., Inc. v. Ferguson, 2024-Ohio-1592 (Ohio Ct. App. 8th Dist. Apr. 25, 2024) ↩