Pennsylvania HOA Director Qualifications

Section 1: Overview

Pennsylvania governs condominiums under the Uniform Condominium Act (UCA) and planned communities under the Uniform Planned Community Act (UPCA). Each act creates an executive board, sets a period of declarant control, and imposes a statutory fiduciary standard — yet each leaves candidate eligibility largely to the governing documents. No statute requires certification, none caps the number of terms a director may serve, and none automatically disqualifies a delinquent owner or a person with a criminal record.^1,2 The UCA runs from 68 Pa.C.S. §§ 3101 to 3414, and the UPCA from 68 Pa.C.S. §§ 5101 to 5414. Pennsylvania enacted the component uniform acts — the UCA, the UPCA, and the Real Estate Cooperative Act — rather than the combined Uniform Common Interest Ownership Act, and, as the Community Associations Institute confirms, it remains the only state to adopt the UPCA.^3,4,5 Members of the executive board stand in a fiduciary relation to the association under 68 Pa.C.S. § 3303 for condominiums and 68 Pa.C.S. § 5303 for planned communities.^1,2 That structure sets Pennsylvania apart from heavy-touch states like Florida, which ties service to statutory eligibility screens and director education, and California, which mandates membership and allows additional documentary screens by statute. The sections that follow show where director qualifications come from, how the eligibility and tenure rules actually work, and what the legislature and the courts have done lately.

Section 2: Where director qualifications come from

2A. The three uniform acts

Three component statutes in Title 68 of the Pennsylvania Consolidated Statutes govern common interest communities. The UCA, 68 Pa.C.S. §§ 3101 to 3414, governs condominiums, and it breaks into four chapters: General Provisions (Chapter 31), Creation (Chapter 32), Management (Chapter 33), and Protection of Purchasers (Chapter 34).³ It applies to condominiums created after its effective date — 120 days after July 2, 1980 — and reaches certain provisions of older condominiums for events occurring after that date under 68 Pa.C.S. § 3102(a); the predecessor Unit Property Act of 1963 governs the older condominiums, which may elect into the UCA.^6,7 The UPCA, 68 Pa.C.S. §§ 5101 to 5414, won approval on December 19, 1996 (P.L. 1336, No. 180, effective in 45 days) and took effect in February 1997. It generally applies to planned communities of more than 12 units created after the effective date, subject to the many exceptions in § 5102(a), and reaches back to certain provisions of older communities under § 5102(b) and (b.1)(1).⁸ The Real Estate Cooperative Act, 68 Pa.C.S. §§ 4101 et seq., supplies the parallel framework for cooperatives.⁵ Each act vests management authority in an executive board and provides for a period of declarant control, during which the declarant may appoint and remove board members.^1,2 The fiduciary standard sits at § 3303 in the UCA and § 5303 in the UPCA; the two provisions read almost identically, so cite § 3303 for a condominium and § 5303 for a planned community.^1,2 None of the three acts requires certification or education, caps terms, or automatically disqualifies a delinquent owner or a person with a criminal record.^1,2

2B. The corporate-law layer: the Nonprofit Corporation Law of 1988

Most Pennsylvania condominium and planned-community associations incorporate as nonprofit corporations under the Nonprofit Corporation Law of 1988, 15 Pa.C.S. §§ 5101 to 6146, which supplies the corporate scaffolding for the director provisions.⁹ Watch one section-number collision: the Nonprofit Corporation Law sits at 15 Pa.C.S. § 5101, while the UPCA sits at 68 Pa.C.S. § 5101. Keep the title prefix exact in every citation — Title 15 for corporations, Title 68 for property.⁹ For an incorporated association, the statutory baselines are these: each director must be a natural person of full age under 15 Pa.C.S. § 5722;¹⁰ the board consists of one or more directors, with the number fixed by the bylaws and a default of three when the bylaws are silent, under 15 Pa.C.S. § 5723;¹¹ directors hold office for the term for which the members chose them under 15 Pa.C.S. § 5724;¹² and the members, the board, or a court may remove a director under 15 Pa.C.S. § 5726.¹³ This is corporate governance law, not an HOA statute.

2C. The declaration and bylaws

Inside the uniform-act framework, the declaration and bylaws set the candidate eligibility screens — any member-or-owner requirement, plus residency, age, and good-standing conditions. The order of precedence runs from the applicable uniform act (UCA or UPCA), to the declaration and bylaws, to the Nonprofit Corporation Law defaults, to the association's own rules. So a manager works it in order: first decide whether the community is a condominium (UCA) or a planned community (UPCA); for a planned community, confirm the act applies, given the more-than-12-units threshold and the exceptions in § 5102(a); then read the governing documents for the eligibility screens.⁸ The UCA confirms this allocation, directing that the bylaws state the qualifications, powers, duties, and terms of office of executive board members.¹

Section 3: Director eligibility, disqualification, and tenure rules

A. Eligibility to serve

Neither the UCA nor the UPCA requires every executive board member to own a unit. Both require only this: once the period of declarant control ends, the unit owners elect a board of at least three members, a majority of whom must be unit owners; a two-unit community may run a board of two, both unit owners. That rule lives at 68 Pa.C.S. § 3303(e) for a condominium and 68 Pa.C.S. § 5303(e) for a planned community.^1,2 Because a majority — not all — must be unit owners, the acts plainly contemplate a minority of non-owner directors. For an incorporated association, the Nonprofit Corporation Law adds only that a director be a natural person of full age (15 Pa.C.S. § 5722), so an entity that owns a unit serves through a natural-person representative.¹⁰ Residency, age beyond majority, good-standing requirements, and the treatment of co-owners, spouses, and trustees all belong to the declaration and bylaws, not the acts.

B. Disqualification and removal

The acts give the members a removal mechanism. Under the UCA, 68 Pa.C.S. § 3303(g), the unit owners may remove any executive board member — with or without cause — by a two-thirds vote of all persons present and entitled to vote at a meeting that has a quorum, provided the meeting notice states the intention to remove and the member was not appointed by the declarant.¹ The UPCA parallel, 68 Pa.C.S. § 5303(f), works the same way: a two-thirds vote of all persons present and entitled to vote at a meeting with a quorum removes any board member other than a declarant appointee, with or without cause.² For an incorporated association, 15 Pa.C.S. § 5726 adds a corporate route: the members may remove a director, the board may remove one (for example, on conviction of an offense punishable by more than a year in prison, or a judicial declaration of unsound mind), and a court may remove one for fraudulent or dishonest acts or a gross abuse of authority.¹³ Delinquency and a criminal record do not bar service automatically in Pennsylvania; any such disqualification has to come from the declaration or bylaws. The fiduciary standard at § 3303 (UCA) and § 5303 (UPCA) requires board members to act in good faith and in the best interests of the association — and that duty runs to the association, not to individual unit owners.^1,2 For incorporated associations, the conflict-of-interest provision at 15 Pa.C.S. § 5728 handles interested-director transactions: such a transaction is not void or voidable simply because of the interest, as long as the material facts are disclosed and the transaction is properly authorized.¹⁴

C. Board composition and terms

The governing documents set the number of executive board members, within the uniform-act framework and subject to the minimum of three — or two for a two-unit community — once declarant control ends under § 3303(e) and § 5303(e).^1,2 For an incorporated association, 15 Pa.C.S. § 5723 supplies a default of three directors when the bylaws say nothing.¹¹ Term length, staggered terms, and any term limit come from the documents and, for an incorporated association, the Nonprofit Corporation Law (15 Pa.C.S. § 5724); Pennsylvania imposes no statutory term limit on association directors.¹² Declarant control varies by community type. For a condominium, 68 Pa.C.S. § 3303(c) caps declarant control at seven years for a flexible condominium that contains convertible real estate or may add real estate, and at five years for any other condominium, with control ending no later than 180 days after 75% of the units pass to non-declarant owners.¹ For a planned community, 68 Pa.C.S. § 5303(c) sets the same seven-year and five-year ceilings, but control ends no later than the earliest of three dates: 60 days after 75% of the units that may be created have been conveyed, two years after all declarants stop offering units in the ordinary course of business, or two years after anyone last exercised a development right to add units; § 5303(d) then requires staged owner representation on the board at the 25% and 50% conveyance milestones.² A small planned community of 12 or fewer units that qualifies under § 5102(a)(1) answers only to §§ 5105, 5106, 5107, and 5218, so the § 5303 declarant-control caps do not reach it unless the declaration adopts the entire subpart — meaning the UPCA sets no statutory limit on declarant control for such a community.^8,2

D. Onboarding and ongoing qualification duties

Pennsylvania requires no director certification or education for condominium or planned-community board members — a sharp contrast with Florida. Under Fla. Stat. § 718.112(2)(d), every newly elected or appointed Florida condominium director must, within 90 days, certify in writing that he or she has read the association's declaration, articles, bylaws, and current written policies, and must finish a Division-approved course of at least four hours; miss the deadline, and the director is automatically suspended until he or she complies. Nothing in the UCA, the UPCA, or the Nonprofit Corporation Law imposes anything like it, and the acts hand the qualifications of board members to the bylaws.^1,2 For an incorporated association, conflict-of-interest disclosure follows 15 Pa.C.S. § 5728, which makes an interested-director transaction valid only on disclosure of the material facts and proper authorization.¹⁴ The standard of care binds board members from the moment they take office: § 3303 (UCA) and § 5303 (UPCA) demand good faith, a manner the director reasonably believes serves the best interests of the association, and the care — including reasonable inquiry, skill, and diligence — that a person of ordinary prudence would use in similar circumstances; the Nonprofit Corporation Law states the parallel standard for directors at 15 Pa.C.S. § 5712.^1,2,15

Section 4: Recent legislative and judicial activity

A. Recent bills

No bill enacted in the past 24 months amends the UCA, the UPCA, the Real Estate Cooperative Act, or the Nonprofit Corporation Law where those laws bear on director qualifications, board composition, or removal. The controlling recent change is Act 115 of 2022 (House Bill 1795), which amended Title 68 and added the condominium board-removal provision now at § 3303(g).

Pending 2025-2026 session bills that amend Title 68 reach unrelated subjects — outdoor solar access for clothes drying, and the powers of unit owners' associations, for example — and none changes director qualifications, composition, or removal.

B. Recent appellate rulings

No reported Pennsylvania appellate decision in the past 36 months newly addresses executive-board eligibility, removal, board composition, or the standard of care in a way that changes the governing rule. The leading authority on the scope of the fiduciary duty remains Cooley v. Lofts at 1234 Condominium Association.

C. Active legislative debates

No active proposal in the 2025-2026 session would change director qualifications, board composition, or removal; the current Title 68 bills address solar access and association powers that have nothing to do with director eligibility.

Section 5: National positioning and related coverage

Pennsylvania is a moderate-to-heavy-touch state on director qualifications. Three component uniform acts — including the only UPCA enactment in the country — each establish an executive board, a period of declarant control, and a statutory fiduciary standard, while leaving candidate eligibility largely to the governing documents, with no statutory certification, no term limit, and no automatic disqualification of delinquent owners or felons. That places Pennsylvania between heavy-touch states like Florida — where Fla. Stat. § 718.112(2)(d) makes new directors certify in writing and finish a four-hour course within 90 days, bars candidates delinquent in assessments, and disqualifies felons unless their civil rights have been restored for at least five years — and light-touch states like Oklahoma, where eligibility is purely documentary. For a multi-state operator, the practical point is this: Pennsylvania's executive-board fiduciary standard is statutory, but the controlling act and section differ between condominiums (§ 3303) and planned communities (§ 5303), and the eligibility screens come from the documents. Pennsylvania also runs two intermediate appellate courts beneath its Supreme Court — the Superior Court, which hears most condominium and HOA civil appeals, and the Commonwealth Court, which decided the Cooley matter.

HOA Weekly refreshes its Pennsylvania director-qualifications coverage each quarter, as the General Assembly, the Office of Attorney General, and the Pennsylvania courts act. Federal frameworks rarely dictate director qualifications, but Pennsylvania 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 FCC OTARD rule — in their broader operations.

Footnotes

1. 68 Pa.C.S. § 3303 (Executive board members and officers), Uniform Condominium Act ↩
2. 68 Pa.C.S. § 5303 (Executive board members and officers), Uniform Planned Community Act ↩
3. 68 Pa.C.S. §§ 3101 to 3414, Uniform Condominium Act ↩
4. 68 Pa.C.S. §§ 5101 to 5414, Uniform Planned Community Act ↩
5. 68 Pa.C.S. §§ 4101 et seq., Real Estate Cooperative Act ↩
6. 68 Pa.C.S. § 3102 (Applicability of subpart), Uniform Condominium Act ↩
7. Unit Property Act, Act of July 3, 1963, P.L. 196, No. 117 ↩
8. 68 Pa.C.S. § 5102 (Applicability), Uniform Planned Community Act ↩
9. 15 Pa.C.S. §§ 5101 to 6146, Nonprofit Corporation Law of 1988 ↩
10. 15 Pa.C.S. § 5722 (Qualifications of directors) ↩
11. 15 Pa.C.S. § 5723 (Number of directors) ↩
12. 15 Pa.C.S. § 5724 (Term of office of directors) ↩
13. 15 Pa.C.S. § 5726 (Removal of directors) ↩
14. 15 Pa.C.S. § 5728 (Interested directors or officers; quorum) ↩
15. 15 Pa.C.S. § 5712 (Standard of care and justifiable reliance) ↩
16. House Bill 1795, Act 115 of 2022, Pennsylvania General Assembly ↩
17. Cooley v. Lofts at 1234 Condominium Association, No. 1668 C.D. 2018 (Pa. Cmwlth. Mar. 13, 2020) ↩
18. R.P. Cooley v. Lofts at 1234 Condominium Association, No. 580 C.D. 2021 (Pa. Cmwlth. Aug. 20, 2024) ↩