Oregon HOA Director Qualifications

Oregon HOA Director Qualifications

Section 1: Overview

Begin with the lay of the land. Oregon runs two property statutes side by side. It governs condominiums under the Oregon Condominium Act (ORS Chapter 100)1 and planned communities under the Oregon Planned Community Act (ORS 94.550 to 94.783)2. Both supply real statutory board provisions, yet both leave most candidate-eligibility screens to the governing documents. Each act demands that a director be a natural person who owns or co-owns a unit or lot, each sets declarant-control and turnover rules, and each lets owners remove directors. For planned communities, ORS 94.640 governs officers and board members through that section and through specified conduct provisions of the Oregon Nonprofit Corporation Act (ORS 65.357, 65.361, 65.367, 65.369, and 65.377), whether or not the association is incorporated; it also lets owners remove a director, with or without cause, by majority vote, once the director has had a chance to be heard.3 Neither act requires director certification or education, neither sets a term limit, and neither automatically disqualifies a delinquent owner or a person with a criminal history. That places Oregon in the moderate-touch tier — well apart from heavy-touch states such as Florida, which conditions board service on director education and disqualifies delinquent owners and certain felons (Fla. Stat. § 718.112),4 and California, which legislates candidate qualifications and term-limit (termed-out) disqualifications (Cal. Civ. Code § 5105).5 The sections that follow show where each rule comes from, keep the two acts separate throughout, and lay out the eligibility, disqualification, composition, and onboarding rules a manager or attorney needs when vetting a candidate or running a removal vote.

Section 2: Where director qualifications come from

2A. The two statutes

Oregon runs two parallel property statutes. A condominium comes into being when its declarant elects into ORS Chapter 100 and records a declaration, bylaws, and plat.6 A planned community comes into being when someone records a declaration under the Planned Community Act, ORS 94.550 to 94.783.7 The two regimes do not overlap. The Legislature's own findings say the condominium law (ORS Chapter 100) does not apply to homeowners associations, and that lawmakers enacted the Planned Community Act so Oregon homeowners and developers would inherit the experience accumulated under the condominium law.8 For a planned community created on or after January 1, 2002, the tier decides how much of the Act applies: the full Act governs a Class I planned community; everything except the reserve-study and transitional-committee provisions governs a Class II planned community; and the Act reaches a Class III community, or an exclusively commercial or industrial one, only if its declaration says so.9 For an older planned community created before January 1, 2002, ORS 94.572 makes an enumerated list of sections — including the two board provisions, ORS 94.639 and 94.640 — apply to the extent they fit the governing documents.10

Turn to the board itself. Chapter 100 supplies the condominium board's authority (ORS 100.417), the membership criteria (ORS 100.416), and the declarant-control and turnover rules (ORS 100.200 to 100.210).11 The Planned Community Act supplies the parallel board provision (ORS 94.640), with its conduct cross-reference and removal rule, plus the membership criteria (ORS 94.639) and the declarant-control and turnover rules (ORS 94.600 to 94.616).12 What neither act does is impose any director certification or education requirement, any statutory term limit, or any automatic disqualification for assessment delinquency or a felony conviction. The statutory text that governs director eligibility simply does not address those topics.13

2B. The corporate-law layer: the Oregon Nonprofit Corporation Act

The Oregon Nonprofit Corporation Act (ORS Chapter 65) is the corporate scaffolding beneath both property statutes. It supplies the standard director provisions — general standards of conduct (ORS 65.357), conflict of interest (ORS 65.361), removal of directors elected by members (ORS 65.324), and removal by judicial proceeding (ORS 65.327).14 Its reach does not stop at incorporated associations. ORS 94.640 expressly applies ORS 65.357, 65.361, 65.367, 65.369, and 65.377 to planned community officers and directors whether or not the association is incorporated, and ORS 100.417 applies the same five conduct provisions to condominium officers and directors on the same whether-or-not-incorporated basis.15

The incorporation pattern differs by community type. The Planned Community Act requires the declarant to organize the homeowners association as a nonprofit corporation under ORS Chapter 65.16 A condominium association, by contrast, springs up by operation of law the moment the declaration is recorded, and it may stay unincorporated, though it may incorporate as a nonprofit by board resolution; a condominium association formed on or after September 27, 2007 must organize as a corporation unless the condominium has four or fewer units, excluding parking, storage, and ancillary units.17 When Chapter 65 collides with the property statute, ORS 100.100 settles the priority question for condominiums.18 The practical point holds either way: Chapter 65's conduct standards reach association directors even when the association never incorporated.

2C. The declaration and bylaws

Within the statutory board framework, the declaration and bylaws set the operational eligibility screens. The Planned Community Act requires the bylaws to address how the board is elected, how many directors serve, how long their terms run, and how owners remove a director under ORS 94.640(6); the Condominium Act imposes parallel bylaw-content requirements.19 The order of precedence runs from the applicable property statute (Chapter 100 or ORS 94.550 to 94.783), to the declaration and bylaws, to the ORS Chapter 65 defaults, and finally to the association's rules. So a manager works in that order: first decide whether the community is a condominium or a planned community, then apply the right act's board provisions (ORS 100.416 and 100.417, or ORS 94.639 and 94.640), and then read the declaration and bylaws for the specific eligibility screens — any residency or good-standing condition, for instance — that the statute leaves to the documents.

Section 3: Director eligibility, disqualification, and tenure rules

3A. Eligibility to serve

Both acts impose exactly one substantive statutory eligibility requirement. Under ORS 94.639, every member of a planned community board must be an individual and — except for a declarant-appointed director — must own or co-own a lot.20 ORS 100.416 lays down the identical rule for condominiums: a director must be a natural person and, except for declarant appointees, must own or co-own a unit.21 (Source layer: the Planned Community Act and the Condominium Act, respectively.) Both sections treat non-natural and indirect owners the same way. A declarant-appointed director need not own anything.22 When a corporation, limited liability company, or partnership owns a lot or unit, one of its officers, members, managers, partners, employees, or agents may serve; a trustee who holds legal title for the beneficial owner may serve; and an executor, administrator, guardian, conservator, or other court-appointed fiduciary may serve. Before the election, that individual must, if the board asks, hand over documentation that satisfies the board that the person may represent the entity or act in the fiduciary capacity — and the seat falls vacant automatically the moment the person no longer meets those requirements.23 Neither act imposes a residency, age, or good-standing requirement; any such screen is documentary, springing from the declaration or bylaws (source layer: declaration/bylaws).

3B. Disqualification and removal

For planned communities, ORS 94.640(6) lets owners gathered at a meeting with a quorum remove a director — anyone but a declarant-appointed or ex officio director — with or without cause, by a majority vote of the owners present and entitled to vote. No contrary provision in the declaration or bylaws overrides three safeguards: the director facing removal must get a chance to be heard at the meeting before the vote, each director's removal must be voted as its own separate question, and the removal counts only if the meeting notice listed it as an agenda item.24 ORS 100.417 supplies the matching condominium rule, letting unit owners remove a director — again, other than a declarant or ex officio director — with or without cause, by a majority vote of the unit owners present and entitled to vote.25 (Source layer: the Planned Community Act and the Condominium Act.) The mechanics of that vote — notice, quorum, and balloting — belong to our Board Elections coverage. The corporate layer adds two more removal routes: ORS 65.324 lets members remove the directors they elected, and ORS 65.327 lets a circuit court remove a director for fraudulent or dishonest conduct, gross abuse of authority, or a breach of the statutory duties, on a petition from the corporation, at least ten percent of the members, or the Attorney General.26 The Oregon Court of Appeals has held that ORS 65.327 judicial removal supplements an association's bylaw and statutory removal provisions rather than replacing them (Goodsell v. Eagle-Air Estates Homeowners Assn., 249 Or App 639, 278 P3d 133, rev den 352 Or 665 (2012)).27 Neither act disqualifies a candidate or a sitting director for assessment delinquency or a criminal record; any such bar is documentary, not statutory (source layer: declaration/bylaws). Conflict-of-interest limits flow through the ORS 94.640 and ORS 100.417 cross-reference to ORS 65.361, which applies whether or not the association is incorporated.28

3C. Board composition and terms

The governing documents set the number of directors within the statutory frame: the Planned Community Act requires the bylaws to state how many directors serve and how they are elected, and the Condominium Act requires the same.29 (Source layer: declaration/bylaws.) Term length, staggered terms, and any term limit are documentary too; Oregon sets no statutory director term limit under either act.30 Declarant control and turnover, on the other hand, are statutory. For a planned community, the declaration may reserve a period of declarant control, during which the declarant appoints and removes directors, with control passing to the owners when that period expires (ORS 94.600); a transitional advisory committee forms for a community of at least 20 lots (ORS 94.604); and the declarant turns over administration while the owners elect directors at the turnover meeting (ORS 94.616).31 For a condominium, ORS 100.200 caps the declarant-control period — it cannot run past the conveyance of 75 percent of the units, among other limits — with a transitional committee under ORS 100.205 and a turnover meeting under ORS 100.210.32 (Source layer: both acts.)

3D. Onboarding and ongoing qualification duties

Oregon requires no director certification, training, or continuing education under either act — the statutes contain nothing of the sort. Florida does the opposite: under Fla. Stat. § 718.112 a newly elected or appointed director must finish a state-approved educational curriculum within 90 days, or, in an earlier version, sign a compliance certification.33 In Oregon, the entity-and-fiduciary documentation requirement in ORS 94.639(3) and ORS 100.416(3) is the only statutory pre-service screen, and it reaches only entity representatives, trustees, and court-appointed fiduciaries.34 Conflict-of-interest disclosure expectations flow from ORS 65.361, which permits a director's interested transaction only when it is fair to the corporation or wins approval after the director discloses the material facts.35 The governing standard of care is ORS 65.357: a director must discharge the office's duties in good faith, with the care an ordinarily prudent person in a like position would use under similar circumstances, and in a manner the director reasonably believes serves the best interests of the corporation. That standard, together with ORS 65.367, 65.369, and 65.377, reaches planned community directors through ORS 94.640 and condominium directors through ORS 100.417, whether or not the association is incorporated.36 (Source layer: the Oregon Nonprofit Corporation Act, applied through both property acts.)

Section 4: Recent legislative and judicial activity

4A. Recent bills

No qualifying activity in the period. No bill in the 2024, 2025, or 2026 sessions touched the director-qualification, board-composition, or director-removal provisions of either act (ORS 94.639, 94.640, 100.416, or 100.417). The most recent change to a core board provision came in 2021, when the Legislature amended ORS 94.640 (2021 c.40, Senate Bill 329) — and that predates the 24-month window for this section; the published statute still shows ORS 94.640 ending at the 2021 amendment and ORS 100.417 ending at its 2011 amendment.37 A 2025 real-property measure, House Bill 3746, dealt with construction-defect litigation procedures and left the board-director provisions untouched, so it falls outside this page's scope; our landing-page coverage notes it instead.38

4B. Recent appellate rulings

No qualifying activity in the period. No Oregon Court of Appeals or Oregon Supreme Court opinion issued in the past 36 months took up director eligibility, removal, board composition, or the director standard of care under either act. The leading appellate authority on judicial removal of association directors is still Goodsell v. Eagle-Air Estates Homeowners Assn., 249 Or App 639 (2012), which holds that ORS 65.327 supplements an association's other removal mechanisms; it sits outside the 36-month window.39 Trial-level disputes move through the Oregon Circuit Courts, with appeals to the Oregon Court of Appeals and discretionary review by the Oregon Supreme Court.40

4C. Active legislative debates

We identified no active proposal that would change director qualifications, board composition, or removal under either act as of the date of this page.

Section 5: National positioning and related coverage

Step back to the national map. Oregon is a moderate-touch state for director qualifications. Two parallel statutes supply real statutory board provisions — including, for planned communities, conduct standards drawn from the Nonprofit Corporation Act that apply whether or not the association is incorporated, and owner removal with a chance to be heard — while they leave candidate-eligibility screens largely to the governing documents and impose just one statutory screen: that a director own or co-own a unit or lot. Florida and California sit further up the scale. Florida, under Fla. Stat. § 718.112, requires director education and bars owners who are delinquent on assessments, along with certain felons, from running for the board, and California, under Cal. Civ. Code § 5105, legislates candidate qualifications and term-limit (termed-out) disqualifications. Oregon also sits above light-touch states such as Oklahoma, where eligibility is essentially documentary. For a multi-state operator, the takeaway is clear: Oregon's board-conduct and removal rules are statutory and cannot be drafted around, but the eligibility screens used to vet a candidate come from the declaration and bylaws. Oregon imposes no director certification requirement and no director term limit.

HOA Weekly updates its Oregon Director Qualifications coverage each quarter as the Legislative Assembly and the Oregon courts act. Federal frameworks rarely dictate director qualifications, but Oregon associations still answer to federal law — the Fair Housing Act, the ADA, the FDCPA, the Servicemembers Civil Relief Act, and the FCC OTARD rule — across their broader operations.

Footnotes

  1. Oregon Condominium Act, ORS Chapter 100 ↩
  2. Oregon Planned Community Act, ORS 94.550 to 94.783 ↩
  3. ORS 94.640, Association board of directors; powers and duties; removal of director ↩
  4. Fla. Stat. § 718.112 (director education; candidate disqualification of delinquent owners and certain felons), cited for out-of-state contrast ↩
  5. Cal. Civ. Code § 5105 (director qualifications and disqualifications), cited for out-of-state contrast ↩
  6. ORS 100.020 and 100.100, submission of property to the condominium form of ownership ↩
  7. ORS 94.565, planned community created by recording declaration ↩
  8. ORS 94.560, Legislative findings ↩
  9. ORS 94.570, Applicability of ORS 94.550 to 94.783 ↩
  10. ORS 94.572, Applicability to Class I or Class II planned communities created before January 1, 2002 ↩
  11. ORS 100.416 and 100.417; ORS 100.200 to 100.210 ↩
  12. ORS 94.639 and 94.640; ORS 94.600 to 94.616 ↩
  13. ORS 94.639 and ORS 94.640 (text contains no certification, term-limit, or delinquency/felony disqualification) ↩
  14. Oregon Nonprofit Corporation Act, ORS Chapter 65 (ORS 65.324, 65.327, 65.357, 65.361) ↩
  15. ORS 94.640(1) and ORS 100.417 (conduct cross-reference, whether or not incorporated) ↩
  16. ORS 94.625, Formation of homeowners association as nonprofit corporation under ORS Chapter 65 ↩
  17. ORS 100.405, Association of unit owners; incorporation ↩
  18. ORS 100.100, conflict between Chapter 100 and ORS Chapter 65 ↩
  19. ORS 94.635, Association bylaws (election and number of directors, terms, removal) ↩
  20. ORS 94.639(1), Criteria for board of directors membership ↩
  21. ORS 100.416(1), Criteria for board of directors membership ↩
  22. ORS 94.639(2) and ORS 100.416(2), declarant-appointed director need not be an owner ↩
  23. ORS 94.639(3)-(4) and ORS 100.416(3)-(4), entity, trustee, and fiduciary representatives; documentation; automatic vacancy ↩
  24. ORS 94.640(6), removal of director by owners; opportunity to be heard ↩
  25. ORS 100.417, removal of director by unit owners ↩
  26. ORS 65.324, removal of directors elected by members; ORS 65.327, removal of directors by judicial proceeding ↩
  27. Goodsell v. Eagle-Air Estates Homeowners Assn., 249 Or App 639, 278 P3d 133, rev den 352 Or 665 (2012); applying ORS 65.327 ↩
  28. ORS 65.361, Director conflict of interest ↩
  29. ORS 94.635 and ORS 100.415, bylaw content (number and election of directors) ↩
  30. ORS 94.635 and ORS 100.415 (terms set by bylaws; no statutory term limit in either act) ↩
  31. ORS 94.600, declarant control; ORS 94.604, transitional advisory committee; ORS 94.616, turnover meeting ↩
  32. ORS 100.200, declarant control; ORS 100.205, transitional committee; ORS 100.210, turnover meeting ↩
  33. Fla. Stat. § 718.112 (director education requirement), cited for out-of-state contrast; ORS 94.639 and ORS 100.416 contain no Oregon equivalent ↩
  34. ORS 94.639(3) and ORS 100.416(3), pre-service documentation for entity and fiduciary representatives ↩
  35. ORS 65.361, Director conflict of interest ↩
  36. ORS 65.357, General standards for directors; ORS 65.367, 65.369, 65.377 ↩
  37. ORS 94.640 source note (last amended 2021 c.40 §1); ORS 100.417 source note (last amended 2011 c.532 §11) ↩
  38. Oregon House Bill 3746 (2025 Regular Session), construction defect actions ↩
  39. Goodsell v. Eagle-Air Estates Homeowners Assn., 249 Or App 639 (2012); applying ORS 65.327 ↩
  40. Oregon Judicial Department, court structure (Circuit Courts, Court of Appeals, Supreme Court) ↩

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