Rhode Island HOA Board Elections
Section 1: Overview
Rhode Island runs condominium board elections one way and everything else another way. For condominiums, the Rhode Island Condominium Act sets the rules. For non-condominium planned communities, the state steps back and lets the recorded declaration, the association bylaws, and the Nonprofit Corporation Act do the work, because Rhode Island never passed a comprehensive planned-community statute. The Condominium Act, codified at R.I. Gen. Laws Chapter 34-36.1, supplies the election framework for every condominium the state created after July 1, 1982.1 In a non-condominium planned community, the community's recorded declaration and its association bylaws govern the board election, and where the association is incorporated as a nonprofit, the Rhode Island Nonprofit Corporation Act (R.I. Gen. Laws Chapter 7-6) fills in the default rules for electing, seating, removing, and replacing the directors.2 Rhode Island is not a full Uniform Common Interest Ownership Act state for planned-community governance; its uniform-act structure reaches condominiums and stops there.3 The court system is unusual, too. Rhode Island has no intermediate appellate court, so a contested-election dispute travels from the Rhode Island Superior Court straight to the Rhode Island Supreme Court.4 Put it together and Rhode Island is a condominium-statute state with no comprehensive planned-community statute, which means most non-condominium HOAs find their working election rulebook inside their own governing documents. The sections that follow lay out the statutory framework, the order of precedence, and the operating mechanics for each community type.
Section 2: The election framework
2A. The Rhode Island Condominium Act and condominium board elections
The General Assembly enacted the Rhode Island Condominium Act, R.I. Gen. Laws Chapter 34-36.1, through P.L. 1982, ch. 329, building it on the 1980 version of the Uniform Condominium Act and then amending it to add consumer protections.3 The Act uses uniform part-section numbering — the executive-board provision sits at § 34-36.1-3.03, the analog to the uniform act's section 3-103. The board-election spine runs through Article III. Section 34-36.1-3.03(f) requires that, no later than the end of any period of declarant control, the unit owners elect an executive board of at least three members, a majority of them unit owners, and the executive board then chooses the officers.1 The same section controls the declarant-control period and the first owner elections. A declarant may run the board for a stated period, but no later than 60 days after 25% of the units that may be created are conveyed to non-declarant owners, owners other than the declarant must elect at least one member and not less than 25% of the board; no later than 60 days after 50% conveyance, they must elect not less than one-third; and declarant control ends no later than the earliest of three dates — 60 days after 80% conveyance, two years after the declarant stops offering units in the ordinary course of business, or two years after the last exercise of any development right.1
The Act covers condominiums created after July 1, 1982, and reaches pre-1982 condominiums only if they amend their instruments to accept it.1 Condominiums created before that date otherwise stay under the older Rhode Island Condominium Ownership Act, R.I. Gen. Laws Chapter 34-36, which leaves meeting and quorum mechanics largely to the recorded bylaws. A manager figures out which statute governs by checking the creation date and whether the association recorded an agreement opting into Chapter 34-36.1.5 Understand what this statute is and is not. It is a condominium statute, not a Davis-Stirling-style election code. It does not require secret ballots, independent inspectors of election, or fixed nomination and ballot-distribution timelines, and it does not stretch a UCIOA planned-community framework over non-condominium HOAs.
2B. Planned communities: no statute, declarations and corporate law
Rhode Island has not enacted a comprehensive planned-community statute, and no statutory board-election machinery exists for non-condominium HOAs.6 The recorded declaration — the covenants, conditions, and restrictions — and the association bylaws are the primary source of board-election rules for a planned community. They set board size, terms, nomination, balloting, quorum, and removal. Where the association is incorporated as a nonprofit, as most Rhode Island associations are, the Rhode Island Nonprofit Corporation Act supplies the default corporate rules. Section 7-6-22 vests management in a board of directors and provides that directors need not be residents of the state or members of the corporation unless the articles or bylaws say so.2 Section 7-6-23 requires a board of not less than three directors, fixes the number through the bylaws, lets the association divide directors into classes, and sets a one-year term where no provision fixes the term.7 Section 7-6-24 lets a majority of the remaining directors fill a vacancy unless the articles or bylaws provide otherwise, with the replacement serving the unexpired term.8 To pin down which framework applies, a manager confirms first whether the community is a condominium under Chapter 34-36.1, in which case the Condominium Act controls, and, if it is a planned community, whether it is incorporated, in which case Chapter 7-6 supplies the director defaults.
2C. Corporate law, the bylaws, and order of precedence
For a planned community, the bylaws set board size, terms, staggering, nominations, quorum, and balloting mechanics, read against the corporate defaults of the Nonprofit Corporation Act.7 The order of precedence runs like this: for a condominium, the Condominium Act comes first (with the declaration and bylaws where the Act permits variation), then the bylaws, then the rules; for a planned community, the recorded declaration comes first, then the bylaws, then the Nonprofit Corporation Act gap-fillers, then the rules. Where the bylaws and the statute both fall silent, Rhode Island common-law contract and property doctrine fills the gap, because the courts treat a declaration as a contract among owners and enforce it on contract principles.9 Here is the operational takeaway, and it is a matter of sequence: before quoting any Rhode Island board-election rule, a manager must first decide whether the community is a condominium governed by Chapter 34-36.1 or a planned community governed by its declaration and bylaws. The two paths draw on different sources, and the planned-community path is almost entirely contractual and corporate rather than statutory.
Section 3: Election mechanics
The table records what Rhode Island law actually requires, by community type. For condominiums, the entries cite the Condominium Act where it governs. For planned communities, most entries come from the declaration and bylaws or, at the corporate level, from the Nonprofit Corporation Act, because no comprehensive HOA statute supplies them.
| # | Mechanic | Rule (by community type) | Governing source |
|---|---|---|---|
| 1 | Source of board-election rules | Condominiums: the Rhode Island Condominium Act, plus the declaration and bylaws where the Act permits variation. Planned communities: the recorded declaration and bylaws, with Nonprofit Corporation Act director defaults. | Condo: R.I. Gen. Laws § 34-36.1-3.031; PC: R.I. Gen. Laws § 7-6-222 |
| 2 | Board size (statutory range or default) | Condominiums: at least three members, a majority of whom must be unit owners. Planned communities: not less than three directors at the corporate level; exact number fixed by the bylaws. | Condo: § 34-36.1-3.03(f)1; PC: § 7-6-23(a)7 |
| 3 | Director term length | Condominiums: not addressed by statute; set by the declaration and bylaws. Planned communities: set by the bylaws; absent a provision fixing the term, the corporate default is one year. | Condo: not addressed by statute1; PC: § 7-6-23(b)7 |
| 4 | Term limits | Both: not addressed by statute; set by the declaration and bylaws. | Not addressed by statute7 |
| 5 | Staggered or classified terms | Condominiums: not addressed by the Condominium Act; set by the declaration and bylaws. Planned communities: the bylaws may divide directors into classes with non-uniform terms. | Condo: not addressed by statute; PC: § 7-6-23(c)7 |
| 6 | Director eligibility (membership, good standing, residency) | Condominiums: a majority of the board must be unit owners; further qualifications set by the bylaws. Planned communities: directors need not be members or residents unless the articles or bylaws require it; the bylaws may prescribe other qualifications. | Condo: § 34-36.1-3.03(f)1; PC: § 7-6-222 |
| 7 | Declarant-control termination (when owners first elect the board) | Condominiums: phased owner election at 25% and 50% conveyance; full control ends no later than the earliest of 60 days after 80% conveyance, two years after the declarant stops ordinary-course sales, or two years after the last development right was exercised. Planned communities: not addressed by statute; set by the declaration. | Condo: § 34-36.1-3.03(d)–(f)1; PC: not addressed by statute |
| 8 | Annual meeting requirement and election timing | Condominiums: the association must meet at least once each year, and the general election of board members happens at the annual meeting. Planned communities: not addressed by statute; set by the bylaws. | Condo: § 34-36.1-3.08(a)10; PC: not addressed by statute |
| 9 | Notice period for the election meeting | Condominiums: not less than 10 nor more than 60 days in advance, hand-delivered or mailed (electronic delivery permitted with written consent). Planned communities: not addressed by statute; set by the bylaws. | Condo: § 34-36.1-3.08(a), (e)10; PC: not addressed by statute |
| 10 | Candidate nomination method | Both: not addressed by statute; set by the declaration and bylaws. | Not addressed by statute |
| 11 | Permitted voting methods (in person, proxy, absentee or mail ballot, electronic, cumulative) | Condominiums: in person; by proxy (a proxy is void if undated and terminates one year after its date unless it specifies a shorter term); and, at a meeting held by electronic means, by electronic platform or mail-in ballot as the board determines. Planned communities: as set by the bylaws; cumulative voting only if the articles or bylaws provide for it. | Condo: §§ 34-36.1-3.1011, 34-36.1-3.08(c)–(d)10; PC: § 7-6-20(c)12 |
| 12 | Quorum required to hold the election | Condominiums: unless the bylaws provide otherwise, 20% of the votes that may be cast for election of the executive board, present in person or by proxy at the beginning of the meeting. Planned communities: not addressed by statute; set by the bylaws. | Condo: § 34-36.1-3.09(a)13; PC: not addressed by statute |
| 13 | Vote threshold to elect (plurality or majority) | Both: not addressed by statute; set by the declaration and bylaws. | Not addressed by statute |
| 14 | Removal or recall of directors (threshold and procedure) | Condominiums: by a two-thirds vote of all persons present and entitled to vote at a meeting at which a quorum is present, with or without cause, except a declarant-appointed member. Planned communities: by the procedure in the articles or bylaws as approved by the members. | Condo: § 34-36.1-3.03(g)1; PC: § 7-6-23(d)7 |
| 15 | Filling mid-term board vacancies | Condominiums: the executive board may fill a vacancy for the unexpired portion of the term. Planned communities: a majority of the remaining directors may fill a vacancy (unless the documents provide otherwise), and the appointee serves the unexpired term. | Condo: § 34-36.1-3.03(b)1; PC: § 7-6-248 |
A. Eligibility and nominations
For condominiums, the statute sets one eligibility rule and one only: a majority of the executive board must be unit owners. Any further qualification — good standing, no delinquency, residency — comes from the bylaws, not the statute.1 For planned communities, eligibility is corporate and contractual. Under the Nonprofit Corporation Act, directors need not be members or residents unless the articles or bylaws require it, and the bylaws may add qualifications.2 Neither community type gets a statutory nomination method; the declaration and bylaws govern that entirely.
B. Notice, annual meeting, and quorum
For condominiums, the Condominium Act requires at least one association meeting each year and places the general election of board members at that annual meeting. Notice must go out not less than 10 nor more than 60 days in advance by hand delivery or mail, and, after the 2025 amendments, by email or secure-portal posting where an owner has consented in writing.10 Quorum for a condominium association meeting is, unless the bylaws provide otherwise, 20% of the votes that may be cast for election of the executive board, present in person or by proxy at the start of the meeting.13 For planned communities, the statute does not address annual-meeting timing, notice, or quorum; the bylaws set them.
C. Voting methods, proxies, and ballots
For condominiums, owners may vote in person or by a duly executed proxy. A proxy is void if it is undated or purports to be revocable without notice, and it terminates one year after its date unless it specifies a shorter term.11 After the 2025 amendments, a condominium association that holds a meeting by electronic means may take votes by electronic platform or by mail-in ballot, as the executive board determines.10 The Condominium Act does not provide for cumulative voting. For planned communities, the bylaws set the voting methods; a nonprofit allows cumulative voting only if the articles or bylaws expressly provide for it.12
D. Terms, vacancies, removal, and recall
For condominiums, the bylaws set director term length and term limits, not the statute. The executive board may fill a vacancy for the unexpired portion of a term, and the owners may remove a director by a two-thirds vote of all persons present and entitled to vote at a meeting at which a quorum is present, with or without cause, except a member the declarant appointed.1 For planned communities, the Nonprofit Corporation Act supplies the defaults: a director's term is one year absent a contrary provision, classes with staggered terms are permitted, a majority of the remaining directors may fill a vacancy unless the documents provide otherwise, and removal follows the procedure in the articles or bylaws as approved by the members.7
Section 4: Recent legislative and judicial activity
A. Recent bills
Two recent measures matter for condominium elections in Rhode Island. One reworked how associations meet and vote; the other changed how their bylaws and rules get recorded and proven.
H5156A / S0509A · P.L. 2025 ch. 136 / ch. 123 · 2025 Session
Companion bills H5156A and S0509A amended R.I. Gen. Laws § 34-36.1-3.08 and retitled it "Meetings and notice."[10] As the Rhode Island Association of REALTORS summarizes it, the law now forces a condominium executive board to hold a special meeting when 20% of the unit owners (or any lower percentage the bylaws set) request one to discuss an issue owners may vote on — amending the bylaws or declaration, removing a director or officer and electing a replacement, or rejecting the budget — but it bars a special meeting for the general election of officers, which still happens at the annual meeting.[14] The amendment also adds subsection (c), which lets the association run regular or special board meetings and annual or special owner meetings by electronic means, as long as all participants can communicate with one another at the same time, and it permits electronic and mail-in voting once a quorum is established and electronic notice with owner consent. The change is election-relevant because it routes director removal-and-replacement to a special meeting while reserving the general election of board members for the annual meeting.
| Property managers | Update your meeting-notice templates, adopt an electronic-meeting and electronic-ballot procedure, and route any owner petition to remove and replace a director to a properly noticed special meeting. |
| HOA board members | A qualifying owner petition now compels a special meeting on the stated agenda; you cannot fold a director-removal vote into, or shut it out of, the wrong meeting. |
| Community association attorneys | Confirm the electronic-meeting and ballot mechanics satisfy the amended section and the quorum and proxy rules it cross-references before certifying a remote election or removal vote. |
| Homeowners | You gain clearer access to remote participation and to a special meeting you petition for, including one to remove and replace a director. |
S2647 · companion H7867 · 2024 Session
This 2024 act requires a condominium association to record its bylaws and rules in the land evidence records of each city or town where any part of the condominium sits, and it requires at least two members of the executive board to certify any amendment to the recorded instruments.[15] The companion House bill, H7867, cleared the House 65-0 (10 not voting) on May 9, 2024, and the Senate 35-0 (2 not voting) on June 6, 2024.[16] The act is election-adjacent because the recorded bylaws are where a condominium's board-election mechanics — term, nomination, quorum, ballot — actually live, and the recording-and-certification requirement shapes how those rules get proven and changed.
| Property managers | Confirm the current bylaws and rules, including the election provisions, are recorded and that amendments carry the required board certification. |
| HOA board members | Bylaw amendments that change election rules must be recorded and certified to bind owners and third parties. |
| Community association attorneys | Verify the chain of recorded, certified amendments before you rely on a bylaw provision in an election dispute. |
| Homeowners | You can find the governing election rules in the municipal land evidence records. |
B. Recent Rhode Island court rulings
One recent Supreme Court decision speaks directly to the owner-petition machinery that drives special meetings — including the meetings that remove and replace a director.
Song v. Lemoine
Unit owners Boyang Song and Travis McCune at The 903 Condominium in Providence sued board president Evan Lemoine and secretary Stephen Rodio after the board refused to put the owners' agenda items — malfunctioning gas timers and a switch to ratio utility billing — into a special-meeting petition. The Superior Court sided with the defendants after a three-day nonjury trial. The Rhode Island Supreme Court then vacated that part of the judgment, holding that the plaintiffs had gathered the required number of signatures and that their proposed notice met the requirements of § 34-36.1-3.08, so the board had to convene the meeting on the owners' prescribed agenda. The Court also held that the trial justice erred by ruling on the merits of agenda items no party had put in issue.[17] The decision bears on board elections because § 34-36.1-3.08 is the same provision that governs an owner-petitioned special meeting to remove a director or officer and elect a replacement, so the board's duty to convene on the owners' agenda reaches owner-initiated removal-and-replacement meetings.
| Property managers | Treat a conforming owner petition as mandatory; convene the special meeting on the owners' stated agenda rather than substituting the board's own. |
| HOA board members | You cannot reject or rewrite a qualifying owner agenda, including one that seeks to remove and replace a director. |
| Community association attorneys | Warn boards that agenda-gatekeeping invites reversal, and that courts will not issue advisory rulings on agenda items no one properly challenged. |
| Homeowners | If you meet the signature and notice prerequisites, you can compel a special meeting on the agenda you set. |
C. Active legislative debates
Recent Rhode Island activity has amended the existing Condominium Act — meetings, notice, insurance, and recording — rather than building a comprehensive planned-community statute or a Davis-Stirling-style election code. No enacted measure imposes statutory election machinery, such as secret ballots, inspectors of election, or fixed nomination timelines, on non-condominium planned communities.
Section 5: National positioning and related coverage
Rhode Island sits with the states that have a condominium statute but no comprehensive planned-community statute, so recorded declarations, bylaws, and nonprofit corporate law — not a single common-interest code — govern planned-community board elections. That sets it apart from full UCIOA states such as Alaska, Colorado, Connecticut, Delaware, Minnesota, Nevada, Vermont, and Washington, which run one integrated statute across condominiums and planned communities, and apart from prescriptive-procedure states such as California, whose Davis-Stirling Act mandates secret ballots, independent inspectors of election, and fixed nomination and ballot timelines. Rhode Island also keeps a distinctive single-tier appellate structure: with no intermediate appellate court, a contested-election appeal goes from the Superior Court directly to the Rhode Island Supreme Court.4 For a multi-state operator moving into Rhode Island, the practical first step is to confirm whether a community is a condominium under Chapter 34-36.1 or a planned community governed by its declaration and bylaws, and to plan litigation timelines around that direct path to the Supreme Court.
HOA Weekly's Rhode Island Board Elections coverage updates quarterly as the General Assembly and the courts act. Federal frameworks also reach Rhode Island associations regardless of the state framework, including the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the OTARD rule.
- R.I. Gen. Laws § 34-36.1-3.03 (Executive Board Members and Officers) ↩
- R.I. Gen. Laws § 7-6-22 (Board of Directors) ↩
- Marcus, Errico, Emmer & Brooks, P.C., MA, RI, and NH Condominium Acts Have Differing Provisions (the Rhode Island Condominium Act "is based on the 1980 Version of the Uniform Condominium") ↩
- Rhode Island Judiciary, Supreme Court (Rhode Island's court of last resort; the state has no intermediate appellate court, and appeals proceed from the Superior Court to the Supreme Court) ↩
- R.I. P.L. 1994, ch. 356 (amending R.I. Gen. Laws § 34-36.1-1.02, Applicability; the chapter applies to condominiums created after July 1, 1982, and to earlier condominiums that voluntarily accept it by recorded agreement) ↩
- BuildingBoard, Rhode Island Law Explorer ("HOAs and co-ops generally incorporate under the Rhode Island Nonprofit Corporation Act since there is no specific statute governing these associations") ↩
- R.I. Gen. Laws § 7-6-23 (Number and Election of Directors) ↩
- R.I. Gen. Laws § 7-6-24 (Vacancies on Board of Directors) ↩
- America Condominium Ass'n v. IDC, Inc., No. 2001-469-Appeal (R.I.) (the Rhode Island Condominium Act is a consumer-protection statute, and a condominium declaration is construed under contract principles) ↩
- R.I. Gen. Laws § 34-36.1-3.08 (Meetings and Notice) ↩
- R.I. Gen. Laws § 34-36.1-3.10 (Voting — Proxies) ↩
- R.I. Gen. Laws § 7-6-20 (Voting) (Justia copy of the codified text; cross-verify against rilegislature.gov) ↩
- R.I. Gen. Laws § 34-36.1-3.09 (Quorums) (Justia copy of the codified text; cross-verify against rilegislature.gov) ↩
- Rhode Island Ass'n of Realtors, New RI Condo Laws (July 3, 2025) (summarizing the 2025 special-meeting and electronic-meeting amendments to § 34-36.1-3.08) ↩
- Rhode Island Ass'n of Realtors, New Law Requires Certificate and Recording of Condo Bylaws and Rules (June 18, 2024) (S2647, effective June 17, 2024) ↩
- LegiScan, Rhode Island H7867 (2024) (House passage 65-0 on May 9, 2024; Senate passage as amended 35-0 on June 6, 2024) ↩
- Song v. Lemoine, No. 2024-34-Appeal (R.I. May 19, 2025) (Justia copy; the published opinion is on the Rhode Island Judiciary opinions site at courts.ri.gov) ↩