Rhode Island HOA Director Qualifications

Section 1: Overview

Rhode Island takes a moderate approach to who can serve on an association board. On the condominium side, the state’s Condominium Act does real work: it creates an executive board, sets a standard of care, governs declarant control, and lays out master-association rules. Non-condominium homeowners associations get less. They run on their recorded covenants and the Rhode Island Nonprofit Corporation Act. And when it comes to screening candidates, Rhode Island keeps it documentary — there is no certification requirement, no statutory term limit, and no automatic disqualification of owners who fall behind on dues or of people with criminal records.

Start with the governing statute. The Rhode Island Condominium Act, R.I. Gen. Laws § 34-36.1-1.01 et seq.,¹ is built on the 1980 Uniform Condominium Act. It applies to condominiums created after July 1, 1982, and to older condominiums that amend their instruments to opt in. A condominium created before that date that never opted in stays under the predecessor statute, the Condominium Ownership Act, R.I. Gen. Laws § 34-36.^{2, 3} Non-condominium HOAs have no comprehensive Rhode Island statute. They operate under their recorded covenants, the Rhode Island Nonprofit Corporation Act (R.I. Gen. Laws § 7-6-1 et seq.), and common law.⁴ That puts Rhode Island well short of heavy-touch states such as Florida, which layers on statutory certification or education, a term limit, and automatic disqualification screens that Rhode Island simply does not have.⁵ The sections below show where director qualifications come from, what the eligibility and removal rules actually say, and what the legislature and the courts have done lately.

Section 2: Where director qualifications come from

2A. The Condominium Act and the absence of an HOA statute

For condominiums, the controlling instrument is the Rhode Island Condominium Act, R.I. Gen. Laws § 34-36.1-1.01 et seq., modeled on the 1980 Uniform Condominium Act and organized into four Articles.¹ The Act’s executive-board provision, § 34-36.1-3.03, says that — except as the declaration, the bylaws, or other provisions of the chapter limit it — the executive board may act in all instances on behalf of the association, and it sets the standard of care for officers and board members.⁶ Section 34-36.1-3.01 sets up the unit owners association,⁷ and § 34-36.1-3.02 spells out the association’s powers.⁸ Where a declaration delegates association powers to a master association, § 34-36.1-2.20 provides that the master association may be a profit or nonprofit corporation or an unincorporated association, and that the chapter’s provisions for unit owners associations apply to it, except as that section modifies them.⁹ The Act reaches condominiums created after July 1, 1982; a condominium created before that date may voluntarily accept the Act’s provisions in place of those under which it was organized, and otherwise stays under the predecessor Condominium Ownership Act, R.I. Gen. Laws § 34-36.^{2, 3} None of these provisions imposes a director certification or education requirement, a term limit, or an automatic disqualification of delinquent owners or people with criminal records.

There is no comprehensive Rhode Island statute governing non-condominium homeowners associations. A planned-community HOA that is not a condominium draws its director-qualification rules from its recorded covenants, the Rhode Island Nonprofit Corporation Act if it is incorporated as a nonprofit (as most are), and common law.⁴ The Condominium Act does not reach those communities. The practical consequence is plain: the source of a director-eligibility rule depends first on whether the community is a condominium under § 34-36.1 (or the older § 34-36) or a non-condominium HOA, and only then on the governing documents and corporate law.

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

Most Rhode Island associations of both types incorporate as nonprofit corporations under the Rhode Island Nonprofit Corporation Act, R.I. Gen. Laws § 7-6-1 et seq. That Act is the corporate scaffolding for incorporated associations, and for non-condominium HOAs it is the primary statutory source of director-qualification 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 of incorporation or bylaws require it, and that the articles or bylaws may set other qualifications for directors.⁴ Section 7-6-23 sets the statutory baselines for board size and removal: the number of directors must be not less than three, fixed by the bylaws, and a director may be removed under any removal procedure provided in the articles or bylaws and approved by the members.¹⁰ Section 7-6-26.1 addresses director conflicts of interest,¹¹ and § 7-6-30 governs the corporation’s books and records.¹² These defaults yield to the governing documents wherever the documents speak.

2C. The declaration and bylaws

The recorded declaration and the bylaws are where candidate eligibility screens actually live. For a condominium, the order of precedence runs from the Condominium Act, then the declaration and bylaws, then Nonprofit Corporation Act defaults for an incorporated association, then association rules.⁶ For a non-condominium HOA, the order runs from the recorded covenants and bylaws, then Nonprofit Corporation Act defaults, then rules. In practice, a manager vetting a candidate reads the Condominium Act’s executive-board provisions for a condominium, or the covenants and the Nonprofit Corporation Act for a non-condominium HOA, and then turns to the governing documents for the eligibility screens — membership or ownership requirements, good-standing conditions, and the like. Because Rhode Island imposes no statutory eligibility screen, almost every qualification question gets answered by the documents, not the code.

Section 3: Director eligibility, disqualification, and tenure rules

A. Eligibility to serve

Whether a board member must be a unit owner or association member is set by the governing documents and, for an incorporated association, by the corporate baseline. Under the Nonprofit Corporation Act, § 7-6-22, directors need not be members or state residents unless the articles or bylaws say so, and the articles or bylaws may set other qualifications; this is the source layer for non-condominium HOAs and for any incorporated condominium association on points the Condominium Act does not address.⁴ For condominiums, the Condominium Act adds one composition requirement at § 34-36.1-3.03(f): once any period of declarant control ends, the unit owners must elect an executive board of at least three members, a majority of whom must be unit owners.⁶ Residency, age, and good-standing requirements are documentary; Rhode Island imposes none by statute. Treatment of co-owners, spouses, trustees, and entity representatives is likewise a matter for the declaration and bylaws. Where association powers are delegated to a master association, § 34-36.1-2.20 applies the chapter’s unit-owners-association provisions to the master association and specifies how the master executive board is elected after declarant control ends.⁹ Applicability: the majority-unit-owner rule and the master-association rule are Condominium Act provisions that apply to condominiums; the corporate qualifications default applies to incorporated associations of either type.

B. Disqualification and removal

Removal of a sitting director runs through different layers depending on entity type. For condominiums, § 34-36.1-3.03(g) provides that, notwithstanding any contrary provision in the declaration or bylaws, the unit owners may remove any member of the executive board, with or without cause, by a two-thirds vote of all persons present and entitled to vote at a meeting where a quorum is present — other than a member the declarant appointed.⁶ For incorporated associations generally, the Nonprofit Corporation Act, § 7-6-23, allows removal under any procedure set in the articles or bylaws and approved by the members.¹⁰ The mechanics of convening and conducting that vote are a board-elections question; the qualification-side point here is that the power to remove exists by statute for condominiums and by documents-plus-corporate-default for HOAs. Whether delinquency in assessments or a criminal record disqualifies a candidate or sitting director is documentary in Rhode Island, not a statutory bar; no Condominium Act or Nonprofit Corporation Act provision automatically disqualifies a delinquent owner or a person with a criminal history. Conflict-of-interest limits for incorporated associations come from § 7-6-26.1.¹¹ The standard of care comes from two layers: the Condominium Act, § 34-36.1-3.03(a), requires declarant-appointed board members to exercise the care of fiduciaries of the unit owners and requires elected board members to exercise ordinary and reasonable care,⁶ while the Nonprofit Corporation Act, § 7-6-22, requires a director to act in good faith, with the care of an ordinarily prudent person in a similar position, and in a manner the director reasonably believes to be in the best interests of the corporation.⁴

C. Board composition and terms

For condominiums, board size is set by § 34-36.1-3.03(f) at a minimum of three members after declarant control, a majority of whom must be unit owners, with the precise number and term structure left to the declaration and bylaws.⁶ For incorporated associations generally, § 7-6-23 fixes the floor at not less than three directors, with the number set by the bylaws.¹⁰ Term length, staggered terms, and any term limit are entirely documentary; Rhode Island imposes no statutory term limit on association directors. Declarant control is a Condominium Act feature: § 34-36.1-3.03(d) lets the declaration provide a period during which the declarant may appoint and remove officers and board members, but that period ends no later than the earliest of three dates — sixty days after eighty percent of the units that may be created are conveyed, two years after the declarant has stopped offering units in the ordinary course of business, or two years after any right to add new units was last exercised.⁶ Section 34-36.1-3.03(e) steps owners onto the board before that point: at least one member and twenty-five percent of the board must be owner-elected within sixty days after twenty-five percent of the units are conveyed, and at least one-third within sixty days after fifty percent are conveyed.⁶ Applicability: the declarant-control and transition rules apply to condominiums under § 34-36.1; the board-size floor applies to incorporated associations of either type.

D. Onboarding and ongoing qualification duties

Rhode Island does not require director certification or education. There is no Rhode Island analog to Florida’s requirement, under Fla. Stat. § 718.112(2)(d)5.b., that within ninety days a new residential-condominium director both certify in writing that he or she has read the association’s declaration, articles, bylaws, and current written policies and complete a Division-approved educational course of at least four hours, on pain of suspension from the board until compliance.⁵ A newly seated Rhode Island director takes office without any statutory training or certification precondition. Conflict-of-interest disclosure expectations for an incorporated association flow from § 7-6-26.1, which sets the conditions under which a transaction in which a director has an interest is not void or voidable.¹¹ The fiduciary and standard-of-care baseline is the combination already described: the Condominium Act’s two-tier standard at § 34-36.1-3.03(a) for condominium boards, and the prudent-person standard at § 7-6-22 for nonprofit directors. Those duties, not any onboarding screen, are the real ongoing qualification constraint on a Rhode Island director.

Section 4: Recent legislative and judicial activity

A. Recent bills

One enacted measure in the past 24 months touches the mechanics by which a director can be removed.

B. Recent appellate rulings

Rhode Island has no intermediate appellate court, so association appeals go straight to the Rhode Island Supreme Court.¹⁴ No Rhode Island Supreme Court decision in the past 36 months addresses director eligibility, disqualification, or term limits. The one recent decision that bears on executive-board governance is below.

C. Active legislative debates

Recent condominium activity in Rhode Island has centered on reserves, insurance, and meeting procedure rather than director qualifications. A 2025 reserve-study bill, H5824, would have required associations to obtain reserve studies certified by an architect or engineer; it was held for further study in committee.¹⁶ No proposal to enact a comprehensive planned-community statute or to impose statutory director qualifications, certification, or term limits has advanced.

Section 5: National positioning and related coverage

Rhode Island is a moderate-touch state for director qualifications. Its Uniform Condominium Act-based statute supplies an executive board, a two-tier standard of care, declarant control, and master-association rules on the condominium side, while non-condominium HOAs rely on recorded covenants and the Nonprofit Corporation Act. Eligibility stays documentary: no statutory certification or education requirement, no statutory term limit, and no automatic disqualification of delinquent owners or of people with criminal histories. That contrasts sharply with heavy-touch states such as Florida, which under Fla. Stat. § 718.112(2)(d) layers on statutory certification and a four-hour education course, an eight-year consecutive-service cap absent a two-thirds override, and automatic disqualification of owners delinquent on assessments and of felons whose civil rights have not been restored for at least five years; Rhode Island parallels other Uniform Condominium Act states such as Maine.⁵ For a multi-state operator, the practical point is direct: Rhode Island’s condominium board rules are real and enforceable, but eligibility screening runs through the documents, and appellate questions go straight to the Rhode Island Supreme Court. Rhode Island has no intermediate appellate court.¹⁴

HOA Weekly refreshes its Rhode Island director-qualifications coverage each quarter, as the General Assembly and the Rhode Island Supreme Court act. Federal frameworks rarely dictate director qualifications, but Rhode Island 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. R.I. Gen. Laws ch. 34-36.1, Condominium Law (Rhode Island Condominium Act, § 34-36.1-1.01 et seq.) ↩
2. R.I. Gen. Laws § 34-36.1-1.02 (Applicability; July 1, 1982 cutoff and opt-in rule) ↩
3. R.I. Gen. Laws ch. 34-36, Condominium Ownership Act (predecessor statute) ↩
4. R.I. Gen. Laws § 7-6-22 (Board of directors; director qualifications and standard of conduct), Rhode Island Nonprofit Corporation Act ↩
5. Fla. Stat. § 718.112(2)(d) (Florida condominium director certification/education, eight-year service cap, and disqualification of delinquent owners and certain felons) ↩
6. R.I. Gen. Laws § 34-36.1-3.03 (Executive board members and officers: authority, standard of care, declarant control, transition, and removal) ↩
7. R.I. Gen. Laws § 34-36.1-3.01 (Organization of unit owners’ association) ↩
8. R.I. Gen. Laws § 34-36.1-3.02 (Powers of unit owners’ association) ↩
9. R.I. Gen. Laws § 34-36.1-2.20 (Master associations) ↩
10. R.I. Gen. Laws § 7-6-23 (Number and election of directors; not less than three; removal procedure) ↩
11. R.I. Gen. Laws § 7-6-26.1 (Director conflicts of interest) ↩
12. R.I. Gen. Laws § 7-6-30 (Books and records) ↩
13. R.I. Gen. Laws § 34-36.1-3.08 (Meetings and notice), as amended by P.L. 2025, ch. 123 and ch. 136, effective June 24, 2025 (H5156A / S0509A) ↩
14. R.I. Const. art. X, § 2 (Supreme Court final revisory and appellate jurisdiction; Rhode Island has no intermediate appellate court) ↩
15. Song v. Lemoine, No. 2024-34-Appeal (R.I. May 19, 2025), Rhode Island Supreme Court ↩
16. Rhode Island General Assembly, H5824 (2025), reserve-study bill (RIGL 34-36.1-3.22), House Corporations committee record ↩