There is no law that explicitly establishes qualifications for persons wishing to serve on an association’s board of directors. There may be qualifications established in provisions of an association’s governing documents—typically in its bylaws. However, those provisions often include language that merely “encourages” adherence to stated qualifications, rather than making them mandatory requirements. Where director qualifications are entirely absent from an association’s governing documents, there may be circumstances where any person (i.e., non-owners, tenants, etc.) may be eligible to serve as a director and ultimately elected to the board.

Adopting Director Qualifications
In order to make adherence to specific director qualifications mandatory, an association may be required to formally amend its bylaws or its election rules. The limitations and requirements applicable to doing so will depend upon various factors, such as the nature/purpose of the desired qualifications and the language already contained within the governing documents.

Amending the Bylaws
An association’s bylaws may be amended according to the procedures and voting requirements contained within the bylaws. Bylaw amendments to incorporate director qualifications will often require membership approval through a formal election utilizing secret ballots. (See “Amendments to Bylaws” and “Elections Requiring Secret Ballots.”) Where a director ceases to meet required qualifications in effect at the beginning of the director’s current term of office, Corporations Code Section 7221(b) allows the board to declare the director’s seat vacant. (See also “Removal & Recall of Directors.”)

Director Qualifications vs. Candidate Qualifications
Director qualifications govern who remains qualified to continue to serve on a HOA’s board of directors. Candidate qualifications, by contrast, govern who is qualified to run for and be elected to the HOA’s board of directors in a director election.

Candidate Qualifications within Election Rules
Associations are required to adopt election rules that comply with the requirements set forth in Civil Code Section 5105. (See “Election Rules.”) Election rules are “operating rules” that may be adopted and amended by the board without membership approval. For information on the types of candidate qualifications that may or must be adopted as part of the election rules under Civil Code § 5105, see “Candidate Qualifications.” Persons who do not satisfy the candidate qualifications in effect at the time of nomination are disqualified from nomination. (See “Candidate Nomination”.)

“Reasonable” Director Qualifications
Once adopted, director qualifications may be enforced provided that they are “reasonable.” Reasonableness is determined by whether the qualification is rationally related to the protection, preservation or proper operation of the association. (Laguna Royale Owners Assn. v. Darger (1981) 119 Cal.App.3d 670.)

Director qualifications that are commonly adopted by associations include:

• Being a member of the association
• Being in “good standing” (i.e., not in violation of the governing documents, delinquent in assessments, etc.)
• Not involved in litigation with the association
• Attending a minimum number of board meetings as a director
• Not having a familial relationship with another sitting director
• Not being a co-owner with another sitting director
• Not a convicted felon

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