Tennessee HOA Board Elections

Section 1: How board elections are governed in Tennessee

Tennessee runs board elections off three different rulebooks, and the first job in any election question is figuring out which one applies. Condominiums created on or after January 1, 2009 answer to the Tennessee Condominium Act of 2008, Tenn. Code Ann. § 66-27-201 et seq., which carries the state's only statutory board-election machinery.¹ Condominiums created before that date generally stay under the older Tennessee Horizontal Property Act, Tenn. Code Ann. § 66-27-101 et seq., except for a defined list of 2008 Act sections that reach back to events after January 1, 2009.² Non-condominium planned communities have no HOA statute at all; their elections run on recorded covenants and bylaws, backed by the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-51-101 et seq., which supplies the corporate director defaults.³

The 2008 Act draws on the Uniform Condominium Act, a condominium-only model. Tennessee never adopted the unified Uniform Common Interest Ownership Act, and the 2008 Act does not reach planned communities.¹ Tennessee also splits its courts twice over. At the trial level, Chancery Courts handle equity and Circuit Courts handle law. At the intermediate appellate level, the Tennessee Court of Appeals hears civil matters and the Court of Criminal Appeals hears criminal ones. Board-election disputes are civil, so they run from Chancery or Circuit Court up to the Court of Appeals, and from there to the Tennessee Supreme Court.⁴ The sections that follow lay out the framework first, then the operating mechanics.

Section 2: The election framework

2A. The Tennessee Condominium Act of 2008 and condominium board elections

The 2008 Act, Tenn. Code Ann. § 66-27-201 et seq. (Acts 2008, ch. 766), is the only Tennessee statute that spells out how a common-interest board gets elected, and it speaks only to condominiums.¹ Its core election provision, § 66-27-403(e), directs that "[n]ot later than the termination of any period of declarant control, the unit owners shall elect a board of directors of at least three (3) members, at least a majority of whom must be unit owners." The board then elects its officers, who take office on election.⁵ Related sections handle meetings and notice (§ 66-27-408), quorum (§ 66-27-409), and voting and proxies (§ 66-27-410).⁶

By its terms, the Act covers every condominium created in Tennessee after January 1, 2009.² A specific list of sections does reach back to pre-2009 condominiums, but only for events after January 1, 2009, and—except for the assessment provision in § 66-27-414(g)—without overriding the documents already on record. The board-election sections are not on that reach-back list.²

Declarant control is the statute's signature transition mechanic. Under § 66-27-403(c)(1), the declaration may set a declarant-control period, but that period "terminates no later than the earlier of: (A) One hundred twenty (120) days after conveyance of seventy-five percent (75%) of the units that may be created to unit owners other than a declarant; or (B) Five (5) years after the conveyance of the first unit to a purchaser other than the declarant or, if more than one hundred (100) units may be created in the condominium, then seven (7) years after the first conveyance."⁵ Section 66-27-403(d) goes further, requiring that "[n]ot later than one hundred twenty (120) days after conveyance of twenty-five percent (25%) of the units that may be created to unit owners other than a declarant, at least one (1) member of the board must be elected by unit owners other than the declarant."⁵ That is Uniform Condominium Act architecture, and it runs far lighter than California's Davis-Stirling regime, which mandates secret ballots, independent inspectors of election, and fixed nomination and ballot timelines. Tennessee imposes none of those.

2B. Pre-2009 condominiums and planned communities

Most Tennessee condominiums predate the 2008 Act, and they remain organized under the Horizontal Property Act, Tenn. Code Ann. § 66-27-101 through 123. That older law uses older terminology—"council of co-owners," for one—and carries no detailed board-election machinery.⁷ Whether the 2008 Act governs a given condominium turns on when it recorded its master deed or declaration. The 2008 Act also lets a pre-2009 condominium opt in by amending and restating its documents, though associations rarely take that step.² Because the Act's board, meeting, quorum, and voting sections do not reach back, a pre-2009 condominium runs its elections off its master deed and bylaws, with corporate-law defaults filling the gaps.²

No Tennessee HOA statute governs planned communities, and no statute supplies their board-election machinery. Their recorded covenants and bylaws are the primary source of the rules.³ Most Tennessee associations incorporate as nonprofit corporations, so the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-51-101 et seq., supplies director defaults such as term length and removal procedure—but it governs corporations, not HOA elections.³

2C. Corporate law, the bylaws, and order of precedence

For a post-2009 condominium, the order of precedence runs from the 2008 Act, to the declaration, to the bylaws, to Nonprofit Corporation Act gap-fillers, and finally to board rules. Where the declaration and bylaws conflict, the Act says the declaration wins—unless the declaration itself clashes with the Act.¹ For a pre-2009 condominium, the order runs from the Horizontal Property Act and the universal reach-back sections, to the master deed and bylaws, to corporate-law defaults. For a planned community, it runs from the recorded covenants and bylaws to the Nonprofit Corporation Act.³

The Nonprofit Corporation Act supplies the director defaults that fill those gaps. Director terms may not run longer than five years, and they default to one year when the documents name no term; successive terms are allowed, and a director holds over until a successor qualifies (§ 48-58-105). Members may remove a director with or without cause at a meeting called for that purpose (§ 48-58-108).⁸ Where statute and bylaws fall silent, common-law contract and property doctrine governs the recorded covenants. Across every one of these layers the operational takeaway holds steady: before quoting any Tennessee board-election rule, a manager has to pin down whether the community is a condominium—and which condominium statute applies—or a planned community.

Section 3: Election mechanics

The table below sets out the rule for each community type. Condominium entries split by creation date wherever the statutes differ; planned-community entries read as contractual or corporate, never as the product of a comprehensive HOA statute.

A. Eligibility and nominations

For a post-2009 condominium, the statute lays down a single eligibility rule: a majority of the board elected at or before the end of declarant control must be unit owners (§ 66-27-403(e)).⁵ Any further qualification—good standing, residency, and the like—comes from the bylaws, not the statute. For pre-2009 condominiums and planned communities, eligibility and the entire nomination process are contractual, set by the declaration and bylaws; the Nonprofit Corporation Act prescribes no nomination procedure.³

B. Notice, annual meeting, and quorum

A post-2009 condominium has to hold at least one association meeting a year, and it must give notice of any meeting not less than 10 nor more than 60 days ahead, stating the agenda—including any proposal to remove a director or officer (§ 66-27-408).⁶ Section 66-27-409(a) fixes the quorum: "Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if persons entitled to cast twenty percent (20%) of the votes that may be cast for election of the board of directors are present in person or by proxy at the beginning of the meeting."¹¹ These sections do not reach back to pre-2009 condominiums, where the bylaws set the meeting and quorum rules and the Nonprofit Corporation Act backs them up. The same holds for planned communities.²

C. Voting methods, proxies, and ballots

For post-2009 condominiums, owners may cast votes in person or by proxy. A proxy has to be dated, and it is void if it is undated or claims to be revocable without notice; its duration runs under the Nonprofit Corporation Act, § 48-57-205 (§ 66-27-410).⁹ Owners may attend in person, by telephone, or by any other means the bylaws allow, and they may vote by proxy (§ 66-27-409(c)).¹¹ Statute requires no mail, electronic, or cumulative voting; those exist only where the bylaws provide for them. On ballots in particular, the Court of Appeals held in Sigel v. Monarch Condominium Association that the records-access provision (§ 66-27-417) does not let a losing candidate inspect other members' written ballots, because the statute does not list ballots among the records it makes available.^13,14 For pre-2009 condominiums and planned communities, the bylaws set the voting and proxy mechanics, with the Nonprofit Corporation Act behind them.³

D. Terms, vacancies, removal, and recall

Term length, term limits, and staggering fall to the bylaws for every Tennessee community type. The 2008 Act fixes none of them, and the Nonprofit Corporation Act default is a one-year term capped at five years (§ 48-58-105).⁸ For post-2009 condominiums, the board may fill a mid-term vacancy for the unexpired part of the term (§ 66-27-403(b)), and § 66-27-403(f) provides that "[n]otwithstanding any provision of the declaration or bylaws to the contrary, the unit owners, by a two-thirds (2/3) vote of all persons present and entitled to vote at any meeting of the unit owners at which a quorum is present, may remove any member of the board of directors with or without cause, other than a member appointed by the declarant."⁵ For pre-2009 condominiums and planned communities, removal runs through Nonprofit Corporation Act § 48-58-108 and the bylaws; members may remove a director with or without cause—unless the charter demands cause—at a meeting called for that purpose.¹²

Section 4: Recent legislative and judicial activity

A. Recent bills

No bill enacted in the past 24 months has touched Tennessee's board-election, director-removal, or association-voting provisions. The only Condominium Act amendment in that window dealt with purchaser escrow deposits, not election machinery.

For context, the most recent change to the board-of-directors section itself—Public Chapter 205 (2023, SB 863 / HB 750)—added the reserve-study requirement in § 66-27-403(g). It did not alter how directors are elected, and it falls outside the 24-month window.¹⁶

B. Recent appellate rulings

C. Active legislative debates

No bill to create a comprehensive Tennessee planned-community statute, or to add statutory election procedures, is pending. The recurring Tennessee Homeowners Association Act has not come back since the 112th General Assembly, where it died in subcommittee in 2022.¹⁸

Section 5: National positioning and related coverage

Tennessee falls in with the states that passed a Uniform Condominium Act statute for condominiums and then left planned-community elections to covenants, bylaws, and corporate law, with no comprehensive common-interest statute on top. That sets it apart from the full Uniform Common Interest Ownership Act states—Alaska, Colorado, Connecticut, Delaware, Minnesota, Nevada, Vermont, and Washington—whose single statute governs condominiums and planned communities alike, and from prescriptive states such as California, whose Davis-Stirling Act mandates secret ballots, independent inspectors of election, and fixed nomination and ballot timelines that Tennessee never adopted. Tennessee's procedural signature is its double court split: Chancery and Circuit at the trial level, the Court of Appeals and the Court of Criminal Appeals above them. For a multi-state operator moving into Tennessee, the practical move is to confirm at intake whether a community is a condominium—and which condominium statute applies—or a planned community, and then to route any contested-election dispute through Chancery or Circuit Court to the Court of Appeals.

HOA Weekly updates its Tennessee Board Elections coverage quarterly as the legislature and the courts act. Federal frameworks also reach Tennessee associations no matter how the state structures its own law—the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the FCC's OTARD rule among them, with a fuller treatment to follow at /federal/ once that section is built.

1. Tenn. Code Ann. § 66-27-201 (short title, "Tennessee Condominium Act of 2008"; Acts 2008, ch. 766), official Tennessee Code Annotated; enacting legislation at capitol.tn.gov, SB2935 (105th Gen. Assembly) ↩
2. Tenn. Code Ann. § 66-27-202 (applicability and reach-back to condominiums created before January 1, 2009), official Tennessee Code Annotated ↩
3. Tenn. Code Ann. § 48-51-101 et seq. (Tennessee Nonprofit Corporation Act), official Tennessee Code Annotated ↩
4. Tennessee Court of Appeals (civil appellate jurisdiction), Tennessee Administrative Office of the Courts ↩
5. Tenn. Code Ann. § 66-27-403 (board of directors and officers; declarant control; removal), official Tennessee Code Annotated ↩
6. Tenn. Code Ann. § 66-27-408 (meetings; notice not less than 10 nor more than 60 days), official Tennessee Code Annotated ↩
7. Tenn. Code Ann. §§ 66-27-101 through 66-27-123 (Tennessee Horizontal Property Act), official Tennessee Code Annotated ↩
8. Tenn. Code Ann. § 48-58-105 (terms of directors; one-year default, five-year maximum; vacancy term), official Tennessee Code Annotated ↩
9. Tenn. Code Ann. § 66-27-410 (voting; proxies), official Tennessee Code Annotated ↩
10. Tenn. Code Ann. § 48-57-205 (proxy duration under the Nonprofit Corporation Act), official Tennessee Code Annotated ↩
11. Tenn. Code Ann. § 66-27-409 (quorums; 20 percent of votes for board election), official Tennessee Code Annotated ↩
12. Tenn. Code Ann. § 48-58-108 (removal of directors elected by members or directors), official Tennessee Code Annotated ↩
13. Tenn. Code Ann. § 66-27-417 (association records), official Tennessee Code Annotated ↩
14. Kenneth J. Sigel, M.D. v. The Monarch Condominium Association, Inc., No. W2011-01150-COA-R3-CV (Tenn. Ct. App. June 29, 2012), tncourts.gov ↩
15. capitol.tn.gov, SB1079 (114th Gen. Assembly), Public Chapter 180 (2025), condominium escrow-deposit amendment ↩
16. capitol.tn.gov, SB0863 (113th Gen. Assembly), Public Chapter 205 (2023), reserve-study amendment to § 66-27-403 ↩
17. Michael Frisbey et al. v. Salem Pointe Capital, LLC et al., No. E2023-01233-COA-R3-CV (Tenn. Ct. App. June 24, 2024), tncourts.gov ↩
18. capitol.tn.gov, HB2209 (112th Gen. Assembly), Tennessee Homeowners Association Act (died in subcommittee, 2022) ↩