HOA Nomination Committee, What Does it Do?

Question: Can an HOA board or HOA Nomination Committee determine who can and cannot run for election to the board?
    Answer: It depends on whether the Bylaws give the board that authority.

Question: Can an HOA board or Nomination Committee determine qualifications for a candidate to be able to run for the board?

     Answer: No. Not unless the Bylaws specifically give the board that special authority.

In order to determine if my answers are correct, we need to,

  1. examine the Bylaws of the association, and
  2. examine the laws.

The Law

HOA Nomination Committee, What Does it Do?
HOA Nomination Committee, What Does it Do?

There is no reference to “qualifications of directors” in Title 33, the Planned Community Act; so we now turn to Title 10 Section 3802 for Non-Profit Corporations.

ARS 10-3802. Qualifications of directors

“The articles of incorporation or bylaws may prescribe qualifications for directors…”

Therefore, the law seems clear to me that an HOA board cannot determine qualifications for directors. Any required qualifications must be in the Articles of Incorporation or the Bylaws; and only the association members can amend or add qualifications to those documents.

The Association Bylaws

Below is a section from Article IV Section 1 of an associations Bylaws. The first sentence lists a qualification; however, it is a rather broad qualification. This one allows the association to elect directors who are members and non members. Some associations don’t allow non-members to serve. Therefore, in those latter associations a candidate must be a member to qualify as a candidate for the board of directors.



Section 1. Number. “The affairs of this Association shall be managed by a Board of Directors, who need not be Members of the Association…”

Below is Article V of the same set of Bylaws:



Section 1. Nomination. “Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting of the Members…”

“…The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members…”

Those Bylaws call for the board to establish a Nomination Committee to nominate candidates for board seats that are up for election. The Nomination Committee must nominate at least the number of candidates to fill the number of seats up for election, but they can nominate as many candidates as they desire.

Question: Does that mean that only the candidates the Committee nominates can run for the board?

Answer: In my opinion, the answer is no, because these Bylaws also allow nominations to be made from the floor at the annual meeting of the Members.

HOA Nomination Committee, What Does it Do?

Answer:  I believe the purpose is to locate people willing to run for election to serve on the board. However, if the Bylaws list qualifications, the Nominating Committee need to determine if the candidates meet those qualifications.

California HOA law doesn’t allow nomination committees. Many other associations have stopped using those committees.

In this blog site, I offer my layperson interpretation of the law and governing documents. All board members should have a working knowledge of the planned community laws and association’s governing documents. Then they can make proper decisions without an attorney present at every meeting,.

The laws are written so the layperson can understand and apply them. However, if there are differing opinions among directors, then it’s time to get a professional opinion.

Jonathan Olcott of” Phil Brown and Jonathan Olcott” law firm generously provided the statement below. The statement is for information purposes only, and should not be taken to be a legal opinion. Jonathan stated:

“This is a challenging question. The statute below (ARS 10-3802) can be persuasively interpreted to mean that qualifications can only be in the Articles or bylaws.

Some might argue that the Board can use its rule making authority to enact additional qualifications. I do not find that persuasive. Especially if there are qualifications in the Articles or bylaws (generally being an Owner and sometimes being in good standing).

I’m not an attorney, but I agree with Mr. Olcott’s statement. That’s because rules are to explain and clarify CC&R’s; but cannot add to, delete, or alter a covenant. Therefore, I don’t believe a qualification can be “added” to the Bylaws by an HOA board, or Nomination Committee. I believe that only the association members can amend the Bylaws to add qualifications.


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HOA Hierarchy, Why it Matters

To more fully understand HOA Hierarchy, Why it Matters, it’s first necessary to understand the HOA hierarchy of governance.

HOA Hierarchy, Why it Matters
HOA Hierarchy, Why it Matters

HOA Hierarchy Begins With HOA Laws

State and federal laws are at the top of the HOA hierarchy. Thus, a law will always trump the governing documents. That is, unless it specifies that the HOA’s Declaration or Bylaws apply. If an article in the governing documents conflicts with the law, the law takes precedence.
The Non-Profit Corporations Act of ARS Title 10 governs all non-profit corporations.
Most planned communities are non-profit corporations. If they were not corporations then all homeowners could have individual liability.
The Planned Communities Act of ARS Title 33 governs all planned communities.
An HOA should research the Non-Profit Corporations Act and the Planned Communities Act when seeking answers to legal questions. The Planned Communities Act is specifically for planned communities. Therefore, one should look for an answer there first. That’s because in most cases this Act will trump Title 10. Yet, one should also look to Title 10 to be certain that it doesn’t contain language that would override Title 33. If Title 33 doesn’t address a question, then one would proceed to Title 10 to search for the answer.


Next in the HOA Hierarchy is the HOA Governing Documents

  • These are the internal documents that govern an HOA. They are collectively referred to as the “governing documents.” They are:
    • Plats;
    • Declaration of Covenants, Conditions and Restrictions (CC&R’s);
    • Articles of Incorporation;
    • Bylaws;
    • Rules and Regulations.
  • A board of directors governs the association and acts in compliance with the state laws, local ordinances, and the governing documents. It also complies with federal laws such as the FHA, ADA, and any others.
  • The homeowners elect the board of directors to govern the association.
  • The homeowners elect the directors. Thus, only homeowners can remove a director. In planned community law, there is a specific procedure for homeowners to remove a director.

Some association Bylaws may have a section providing that a board may declare a director position vacant if a director is absent from three consecutive regularly scheduled meetings.

HOA Hierarchy, Why it Matters Explained

  • The board of directors elects the officers of the board.
  • Usually, there are four officers: president, vice president, secretary and treasurer.
  • Directors who are not officers are “directors at large.”
  • Directors at large may serve on committees or undertake special projects.
  • The officers have specific assigned duties for their office, yet they can delegate those duties to the management staff.
  • The board of directors can remove an officer from the assigned office, after which that person reverts to being a director at large.
  • The entire board has the fiduciary duty to act in the best interest of the association.
  • The owners cannot micro-manage the board.
    • Yet, the owners can and should attend meetings, ask questions, and voice their concerns and desires for the community.
  • The Bylaws will spell out the powers and duties of the board.
  • The board hires and supervises a community manager to run the daily operation.
    • The board makes the policies that the manager must follow.
    • The manager hires and supervises his or her staff.
    • The board cannot micro-manage the manager or the staff.

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