A Philippine Legal Article

I. Introduction

Republic Act No. 9904, known as the Magna Carta for Homeowners and Homeowners’ Associations, is the principal Philippine law governing homeowners’ associations, their members, officers, boards of directors or trustees, elections, rights, duties, and relationships with developers, local government units, government agencies, and other stakeholders.

A recurring question in homeowners’ association disputes is whether RA 9904 applies only to the president, chairperson, or principal officer of the association, or whether it also applies to other members of the board.

The general answer is: yes. RA 9904 applies not only to the president or chairperson, but also to other members of the board of directors or trustees of a homeowners’ association, whenever they act in their official capacity, participate in association governance, exercise powers under the association’s bylaws, or are subject to duties and restrictions imposed on association officers or directors.

However, the exact application depends on the provision involved. Some provisions apply to all homeowners. Some apply to members of the association. Some apply to officers. Some apply to directors or trustees. Some apply to the association as a juridical entity. Some apply to the board collectively rather than to individual board members. Others apply specifically to developers, local government units, or regulatory agencies.

Thus, the better legal question is not merely whether RA 9904 applies to “other board members,” but which provision of RA 9904 applies, in what capacity, and to what act or omission.

II. What Is RA 9904?

RA 9904 is a special law intended to protect homeowners and regulate homeowners’ associations in the Philippines. It recognizes the importance of homeowners’ associations in community governance, particularly in subdivisions, villages, residential communities, and similar developments.

The law generally covers:

rights and duties of homeowners;
rights and powers of homeowners’ associations;
formation and registration of homeowners’ associations;
governance of associations;
elections and qualifications of officers;
relationship between members and association leadership;
access to records;
collection and use of association dues;
dispute resolution;
obligations of developers and associations;
government supervision and regulation.

RA 9904 is commonly invoked in disputes involving association elections, dues, board authority, access to records, removal of officers, unauthorized acts of the board, non-membership issues, subdivision governance, and homeowner rights.

III. What Is a Homeowners’ Association?

A homeowners’ association is generally an organization of homeowners and residents in a subdivision, village, or residential community formed to promote and protect their mutual interests, manage common areas or facilities, enforce rules, collect dues, and represent the community.

A homeowners’ association may be incorporated or registered under appropriate government authority. Its internal governance is usually governed by:

RA 9904;
its implementing rules and regulations;
the association’s articles of incorporation, if any;
bylaws;
board resolutions;
deed restrictions;
subdivision rules and regulations;
applicable local ordinances;
general corporate or civil law principles, where applicable.

The board of directors or trustees usually acts as the governing body of the association.

IV. Who Are “Other Members of the Board”?

The phrase “other members of the board” usually refers to directors or trustees of a homeowners’ association other than the president, chairperson, or principal officer.

They may include:

vice president;
secretary;
treasurer;
auditor;
board directors;
trustees;
committee heads who are also board members;
elected representatives by block, phase, cluster, district, or street;
appointed board replacements, if allowed by the bylaws;
ex officio board members, if recognized by the governing documents.

In many associations, the board is composed of elected directors or trustees, and the officers are chosen from among them. In other associations, officers may be separately elected. The association’s bylaws should be checked to determine the exact structure.

V. Does RA 9904 Apply Only to the President?

No. RA 9904 is not limited to the president of the homeowners’ association.

The president or chairperson may be the most visible officer, but the law governs the association as a whole, including its board, officers, directors or trustees, and members.

Many acts of a homeowners’ association are done through the board. If only the president were covered, the law would be ineffective because board decisions are often collective. Board members vote on budgets, policies, dues, projects, contracts, disciplinary actions, election matters, and enforcement of community rules.

Therefore, other board members may be covered by RA 9904 when they:

vote on association matters;
approve budgets or expenditures;
collect or authorize collection of dues;
enforce association rules;
deny access to records;
participate in elections or election disputes;
issue board resolutions;
enter into contracts for the association;
discipline members;
manage common areas;
exercise authority over homeowners;
act as officers, directors, trustees, or representatives of the association.

VI. Different Capacities Matter

RA 9904 may apply differently depending on the person’s capacity.

A board member may be acting as:

a homeowner;
a member of the association;
an officer;
a director or trustee;
a committee member;
an agent of the association;
a private individual;
a candidate in association elections;
a complainant or respondent in an HOA dispute.

The person’s legal responsibility depends on the role being performed at the time.

For example:

Act	Capacity	Possible RA 9904 Relevance
Board member refuses to release financial records	Officer/director	May implicate member rights and transparency duties
Board member fails to pay dues	Homeowner/member	Subject to ordinary member obligations
Board member votes for illegal assessment	Director/trustee	May implicate board authority and accountability
Board member privately insults neighbor	Private individual	RA 9904 may not apply unless connected to association governance
Board member manipulates election	Officer/candidate/director	May implicate election rules and governance
Board member signs unauthorized contract	Agent/officer/director	May raise authority, liability, and governance issues

Thus, RA 9904 does not apply to every personal act of a board member. It applies when the act concerns homeowners’ association rights, duties, governance, or regulation.

VII. Provisions That Commonly Apply to Board Members

A. Governance of the Association

The board is usually responsible for managing the association. RA 9904 and the association’s bylaws regulate the manner by which the board exercises authority.

Board members may be accountable when they act contrary to:

the association’s purposes;
the bylaws;
valid board procedures;
member rights;
election rules;
financial transparency obligations;
regulatory requirements;
limitations on association authority.

A board member cannot justify an act merely by saying the president ordered it if the act violates the law, bylaws, or valid rights of members.

B. Rights of Homeowners and Members

RA 9904 protects the rights of homeowners and association members. Board members must respect these rights.

Common member rights include:

right to participate in association affairs, subject to qualifications;
right to vote, if a member in good standing and qualified;
right to be informed of association matters;
right to inspect or access association records, subject to reasonable rules;
right to due process in disciplinary matters;
right to question unlawful assessments or actions;
right to fair elections;
right to reasonable use of common areas, subject to rules;
right not to be arbitrarily excluded or discriminated against;
right to file complaints or seek remedies.

If board members collectively or individually interfere with these rights, RA 9904 may be invoked.

C. Duties of Officers and Directors

Board members may owe duties of:

loyalty;
diligence;
obedience to law and bylaws;
good faith;
fiduciary responsibility over association funds;
transparency;
fairness;
avoidance of conflict of interest;
respect for member rights;
compliance with lawful regulatory orders.

Even when RA 9904 does not spell out every fiduciary duty in detail, board members of an association generally cannot act arbitrarily, fraudulently, or beyond authority.

D. Elections

RA 9904 is highly relevant to homeowners’ association elections.

Other board members may be covered when they:

run as candidates;
sit as incumbent directors;
participate in election committees;
approve election rules;
control member lists;
determine members in good standing;
count or canvass votes;
proclaim winners;
refuse turnover after losing;
delay elections;
disqualify candidates;
manipulate proxies or ballots.

Election disputes often involve whether incumbent board members used their positions to preserve control. RA 9904, the bylaws, and implementing rules may be invoked to challenge improper election conduct.

E. Financial Management

Board members are often involved in approving budgets, dues, expenditures, contracts, salaries, security expenses, maintenance projects, and capital improvements.

RA 9904 may apply where board members:

impose dues without proper authority;
increase assessments contrary to bylaws;
spend association funds without approval;
refuse to account for funds;
fail to issue receipts;
hide financial records;
approve questionable contracts;
use funds for personal benefit;
authorize projects without member approval when required;
fail to present financial reports.

Financial accountability is one of the most common sources of HOA disputes.

F. Access to Records

Homeowners and members commonly request association records, such as:

financial statements;
receipts and disbursements;
board minutes;
resolutions;
member registry;
contracts;
election records;
collection reports;
bank records, subject to proper limitations;
project documents.

Board members may be liable or administratively accountable if they unreasonably deny access to records that members are entitled to inspect under law, bylaws, or valid association rules.

However, access is not unlimited. The association may impose reasonable requirements to protect privacy, prevent harassment, preserve documents, and avoid disruption.

G. Dues and Assessments

The board often enforces collection of association dues and special assessments.

RA 9904 may apply where board members:

impose unauthorized dues;
collect without official receipts;
apply penalties not authorized by bylaws;
discriminate in collection;
waive dues for allies without basis;
cut services unlawfully;
deny entry or access in a manner contrary to law;
misapply collected funds;
fail to account for collections;
use dues for non-association purposes.

Board members should ensure that dues and penalties are properly authorized by the bylaws, resolutions, and applicable law.

H. Enforcement of Rules

Homeowners’ associations may adopt rules on security, traffic, parking, garbage, pets, noise, use of amenities, construction, renovations, and common areas.

Board members may be covered by RA 9904 when enforcing these rules.

Proper enforcement requires:

valid authority;
clear rule;
notice to members;
reasonable penalties;
equal application;
due process;
consistency with law and bylaws.

Arbitrary enforcement may expose the association and responsible board members to complaints.

VIII. Does RA 9904 Apply to Non-Officer Board Members?

Yes, if they are directors or trustees exercising board powers.

A board member need not be the president, secretary, or treasurer to be covered. A director who votes for, participates in, authorizes, or implements an unlawful board act may still be involved.

For example:

A director who votes to deny members access to records may be accountable.
A trustee who approves unauthorized disbursement may be accountable.
A board member who participates in election manipulation may be accountable.
A director who signs or implements an illegal resolution may be accountable.
A board member who knowingly benefits from association funds may be accountable.

The fact that a board member has no title such as president or treasurer does not automatically exempt them.

IX. Does RA 9904 Apply to Former Board Members?

Yes, in some situations.

A former board member may still be subject to accountability for acts committed during their term.

Examples:

misuse of funds during term;
failure to turn over records;
unauthorized contracts signed while in office;
election irregularities committed as incumbent;
refusal to account for collections;
failure to return association property;
concealment of documents;
acts causing damage to the association or members.

However, a former board member ordinarily cannot be held responsible for acts of the new board unless they participated, benefited, or continued to interfere.

X. Does RA 9904 Apply to Appointed or Holdover Board Members?

It may.

A board member may be elected, appointed to fill a vacancy, or serving in a holdover capacity pending elections. If the person exercises board authority, RA 9904 and the bylaws may apply.

However, the validity of the person’s position may itself be disputed.

Questions include:

Was the appointment allowed by the bylaws?
Was there a valid vacancy?
Was there a quorum?
Was the term expired?
Was holdover allowed?
Was an election unlawfully delayed?
Did the person continue acting without authority?
Were members deprived of voting rights?

A person claiming to be a board member cannot rely on the position while denying legal duties attached to it.

XI. Does RA 9904 Apply to Developers’ Representatives on the Board?

In some communities, developers or their representatives may influence or participate in the homeowners’ association, especially before turnover or during early stages of subdivision development.

RA 9904 may apply where developer representatives act within or through the association, especially regarding:

turnover of facilities;
association formation;
control of the board;
collection of dues;
delivery of common areas;
subdivision services;
restrictions on homeowner rights;
elections and membership;
access to records;
developer obligations.

The legal analysis may also involve real estate, subdivision, HLURB/DHSUD-type regulatory rules, contracts to sell, deeds of restrictions, and turnover obligations.

XII. Does RA 9904 Apply to Board Committees?

Board committees may include committees on election, finance, security, audit, grievance, construction, or discipline.

If committee members are also board members, RA 9904 may apply to them as board members. If committee members are not board members, RA 9904 may still apply to their acts if they exercise delegated association authority.

For example:

an election committee must follow election rules;
a grievance committee must observe due process;
a finance committee must handle records responsibly;
a construction committee must enforce rules fairly.

Committee membership does not authorize abuse of power.

XIII. Board Action vs. Individual Action

A key distinction is whether the act was a board action or an individual act.

A. Board Action

A board action may include:

resolutions;
approved contracts;
assessments;
rules;
policies;
disciplinary decisions;
official letters;
budget approvals;
election decisions;
access restrictions.

When the board acts collectively, RA 9904 may apply to the association and the board as a governing body.

B. Individual Action

An individual board member may act without authority, such as:

collecting money personally;
issuing unauthorized notices;
threatening homeowners;
blocking access without board approval;
signing contracts alone;
using association name for personal benefit;
representing the association without authority.

In such cases, the individual board member may be personally accountable if they acted beyond authority.

XIV. Can Other Board Members Be Personally Liable?

Possibly, depending on the act.

Board members are not automatically personally liable for every association obligation. Normally, the association as a juridical entity is responsible for its lawful obligations.

However, personal liability may arise when board members:

act in bad faith;
act with gross negligence;
act beyond authority;
violate the law;
commit fraud;
misappropriate funds;
knowingly approve illegal acts;
personally benefit from unlawful transactions;
cause injury through malicious conduct;
refuse to obey lawful orders;
participate in tortious or criminal acts.

A board member who merely voted in good faith based on available information may have defenses. A board member who knowingly participates in wrongdoing may not.

XV. Can a Board Member Avoid Liability by Saying “I Was Only One Vote”?

Not always.

A board member may argue that they opposed the act, abstained, were absent, or had no participation. Minutes and voting records matter.

Possible defenses include:

voted against the questioned resolution;
abstained due to conflict of interest;
was absent from the meeting;
objected in writing;
had no knowledge of the unauthorized act;
relied in good faith on records or professional advice;
acted within authority and in good faith.

However, if the board member voted in favor, signed documents, implemented the act, or benefited from it, liability may be considered.

Board members should insist that dissenting votes and objections be recorded in the minutes.

XVI. Duties of Board Members Under Good Governance

Even where RA 9904 is read together with bylaws and general legal principles, board members should observe good governance.

A. Duty to Follow the Bylaws

The bylaws are the internal law of the association. Board members must follow provisions on:

elections;
terms of office;
quorum;
meetings;
notice;
voting;
dues;
committees;
discipline;
amendments;
financial reporting;
vacancies.

A board cannot ignore the bylaws simply because it believes its action is convenient.

B. Duty to Act Within Authority

Board members can only exercise powers granted by law, bylaws, valid resolutions, or member approval.

Unauthorized acts may be void, voidable, or subject to challenge.

C. Duty of Transparency

Board members should account for association affairs. Transparency is especially important for:

dues;
special assessments;
contracts;
major projects;
security arrangements;
election records;
salaries or honoraria;
loans;
property transactions.

D. Duty to Avoid Conflicts of Interest

Board members should disclose conflicts involving:

contracts with relatives;
security agencies they own or control;
suppliers connected to them;
construction contractors;
employment of family members;
purchase or lease of association property;
personal benefit from association projects.

A conflicted board member should not secretly profit from association decisions.

E. Duty to Respect Members

Board members should not treat the association as private property. They are representatives or fiduciaries of the community, not owners of the HOA.

XVII. Common Disputes Involving Other Board Members

A. Refusal to Conduct Elections

Incumbent board members may delay elections to remain in power. RA 9904 and the bylaws may be invoked to compel proper elections.

Issues include:

expired terms;
failure to call general assembly;
manipulation of member registry;
disqualification of opposition candidates;
refusal to recognize election results;
holdover beyond lawful period.

B. Unauthorized Collection of Dues

Board members may impose dues without authority or collect through unofficial channels.

Members may question:

legal basis of dues;
official receipt;
bank account used;
board resolution;
general membership approval;
financial report;
use of funds.

C. Denial of Entry or Services

Some associations restrict access, gate passes, stickers, amenities, or services for nonpayment or rule violations. These actions must be lawful, reasonable, and consistent with rules.

Board members may be questioned if restrictions are excessive, discriminatory, or imposed without due process.

D. Failure to Release Records

Members may request records and be refused by the board. Other board members who participate in refusal may be covered by RA 9904-related accountability.

E. Misuse of Association Funds

Examples include:

unreceipted collections;
cash withdrawals without authority;
payments to relatives;
ghost projects;
inflated contracts;
unexplained honoraria;
use of funds for personal litigation;
missing financial statements.

Board members involved may face civil, administrative, or criminal exposure.

F. Unauthorized Contracts

A board may enter into contracts for security, garbage collection, construction, maintenance, legal services, or management.

Issues arise when:

no quorum existed;
contract exceeded board authority;
bidding was rigged;
conflict of interest existed;
member approval was required but not obtained;
contract was grossly disadvantageous;
signatories lacked authority.

G. Harassment of Homeowners

Board members may abuse authority by threatening homeowners, selectively enforcing rules, publicly shaming members, or using security guards improperly.

RA 9904 may be invoked if the conduct relates to association governance and member rights.

XVIII. Remedies Against Board Members Under RA 9904 and Related Rules

A homeowner or member may consider several remedies depending on the issue.

A. Internal Association Remedies

Before external filing, members may use internal remedies such as:

written request to the board;
grievance procedure;
request for records;
motion during general assembly;
petition for special meeting;
election protest;
recall or removal process;
audit request;
mediation within the association.

The bylaws should be checked.

B. Complaint Before the Proper Regulatory Agency

Homeowners’ association disputes may be brought before the appropriate government office with jurisdiction over homeowners’ associations, depending on current regulatory arrangements and the nature of the dispute.

Complaints may involve:

election disputes;
validity of board actions;
access to records;
dues and assessments;
association registration;
governance violations;
developer-related issues;
member rights.

C. Mediation, Conciliation, or Arbitration

Some disputes may undergo mediation or conciliation before formal adjudication.

This is often useful for:

records access;
dues disputes;
community rules;
board-member conflicts;
election scheduling;
financial reporting.

D. Civil Action

A civil case may be appropriate for:

damages;
injunction;
declaration of invalidity of acts;
accounting;
recovery of funds;
enforcement of rights;
breach of fiduciary duties;
property disputes.

E. Criminal Complaint

Criminal remedies may be considered if facts show:

estafa;
theft;
falsification;
misappropriation;
grave coercion;
unjust vexation;
threats;
libel or cyberlibel;
other punishable acts.

Not every HOA dispute is criminal. Criminal complaints should be based on evidence.

F. Removal or Recall

The bylaws may provide procedures for removing board members or officers.

Grounds may include:

loss of trust;
violation of bylaws;
nonperformance;
misuse of funds;
conflict of interest;
acts prejudicial to the association;
failure to attend meetings;
disqualification;
nonpayment of dues;
conviction or serious misconduct, depending on bylaws.

XIX. Rights of Board Members Accused of Violating RA 9904

Board members also have rights. They are entitled to due process and fair treatment.

A board member accused of wrongdoing may:

request a copy of the complaint;
submit an explanation;
present documents;
show board authority;
rely on minutes and resolutions;
show good faith;
show member approval;
show compliance with bylaws;
raise lack of jurisdiction;
challenge false or malicious accusations.

Members should avoid accusing board members personally without evidence.

XX. Evidence in Disputes Involving Board Members

Evidence is critical.

A. Evidence Against Board Members

Useful evidence may include:

bylaws;
articles of incorporation;
board resolutions;
meeting minutes;
notices of meetings;
attendance sheets;
ballots and election records;
financial statements;
bank records, where lawfully obtained;
receipts;
contracts;
official letters;
emails and messages;
CCTV or gate records;
member registry;
audit reports;
demand letters;
regulatory filings;
affidavits of members;
photographs of projects or common areas.

B. Evidence for Board Members

Board members may defend themselves using:

proof of quorum;
notices of meetings;
minutes showing proper vote;
approved budget;
member approval;
legal opinions;
official receipts;
accounting records;
bank deposit slips;
procurement documents;
project completion reports;
compliance filings;
correspondence with government agencies;
proof of transparency;
proof that complainant is not a member in good standing, where relevant.

Good documentation protects both homeowners and board members.

XXI. Does RA 9904 Apply to Non-Member Residents Sitting on the Board?

Generally, the qualifications for board membership depend on RA 9904, implementing rules, and the association’s bylaws. If the bylaws require directors or trustees to be members in good standing, a non-member resident may be disqualified.

Issues may arise where:

a tenant is elected to the board;
a lessee acts as officer;
a spouse of a homeowner serves;
a corporate owner appoints a representative;
a developer representative sits in;
a resident without title claims membership;
a delinquent member remains on the board.

The specific governing documents must be checked. If the person is invalidly sitting as a board member, RA 9904 may be invoked to challenge their authority.

XXII. Does RA 9904 Apply to Board Members Who Are Not Homeowners?

It depends.

Some associations may distinguish between:

homeowner;
member;
resident;
lot owner;
unit owner;
lessee;
developer representative;
authorized representative of juridical owner.

RA 9904 focuses on homeowners and homeowners’ associations, but the bylaws may define who may become a member and who may serve on the board.

If the person is not qualified, their election or appointment may be challenged. If they nonetheless exercise authority, their acts may still be examined under RA 9904 and related rules because they affect association governance.

XXIII. Does RA 9904 Apply to Condominium Corporations?

RA 9904 primarily concerns homeowners and homeowners’ associations. Condominium corporations are generally governed by condominium law, corporate law, master deeds, declarations of restrictions, bylaws, and other applicable rules.

However, some residential communities may have both condominium corporations and homeowners’ associations, or mixed-use arrangements. In such cases, the correct governing law depends on the legal nature of the entity.

If the board is the board of a condominium corporation rather than a homeowners’ association, RA 9904 may not be the primary law. The Condominium Act, Revised Corporation Code, master deed, and bylaws may be more relevant.

This distinction is important. Not every residential board is an RA 9904 homeowners’ association board.

XXIV. Does RA 9904 Apply to Subdivision Associations Not Registered as HOAs?

RA 9904 generally governs homeowners’ associations. If an association is informal, unregistered, or improperly organized, questions may arise regarding its legal personality and authority.

However, if the group functions as a homeowners’ association, collects dues, enforces rules, and represents the community, homeowners may still challenge its authority and demand compliance with applicable registration and governance requirements.

Board members of informal associations may face greater risk because they may be acting without proper legal authority.

XXV. Board Members and Good Standing

Many rights in homeowners’ associations depend on being a member in good standing. This may affect voting, candidacy, and participation.

A board member may lose qualification if they:

fail to pay dues;
violate membership requirements;
cease to be a homeowner or member;
become disqualified under the bylaws;
fail to maintain residency or ownership requirements, if required;
are removed or suspended through proper process.

However, good standing rules must not be used abusively to disqualify political opponents or silence dissent.

XXVI. Can the Board Create Rules Not Found in RA 9904?

Yes, an association may adopt rules through bylaws, resolutions, and policies, but they must not contradict law, public policy, or member rights.

Board-created rules should be:

authorized by the bylaws;
reasonable;
properly approved;
communicated to members;
consistently enforced;
not discriminatory;
not contrary to RA 9904;
not beyond association authority.

Other board members who approve invalid rules may be subject to challenge.

XXVII. Can Board Members Impose Fines and Penalties?

The board may impose fines or penalties only if authorized by the bylaws, rules, or valid association action, and if due process is observed.

A valid penalty process usually requires:

clear rule;
notice of violation;
opportunity to explain;
fair decision;
reasonable penalty;
written record;
appeal or reconsideration process, if provided.

Arbitrary penalties may be challenged under RA 9904-related governance principles.

XXVIII. Can Board Members Deny Homeowners Entry to the Subdivision?

This is one of the most contentious issues in HOA governance.

Associations may regulate security and access, but restrictions must be lawful and reasonable. Denying a homeowner access to their own property is legally risky unless there is a clear lawful basis and proper authority.

Board members should be cautious in authorizing:

refusal of entry;
confiscation of stickers;
blocking visitors;
restricting deliveries;
disabling gate access;
denying access because of unpaid dues.

Collection of dues should generally be pursued through lawful means, not through excessive interference with property rights.

XXIX. Can Board Members Cut Water, Utilities, or Services?

Cutting utilities or essential services is legally sensitive.

If utilities are privately provided by the association, the board may have rules for billing and service. However, disconnection must comply with law, contract, due process, health and safety considerations, and applicable utility regulations.

Board members may face liability if they authorize unlawful disconnection, especially where it affects health, safety, elderly residents, children, or persons with disabilities.

XXX. Can Board Members Use Security Guards to Enforce HOA Rules?

Security guards may help enforce lawful access and safety rules, but they are not private enforcers of personal board interests.

Board members should not use guards to:

harass homeowners;
block lawful access without authority;
collect debts through intimidation;
enforce personal disputes;
seize property;
threaten residents;
prevent attendance at meetings without lawful basis.

Improper use of security personnel may create association and personal liability.

XXXI. Board Members and Association Funds

Association funds are not personal funds of the board. They are collected for association purposes.

Board members should ensure:

official receipts are issued;
funds are deposited in association accounts;
withdrawals require proper signatories;
expenses are supported by vouchers and receipts;
financial reports are prepared;
audits are conducted where required;
cash handling is minimized;
conflicts are disclosed;
projects are documented;
records are available for inspection under reasonable rules.

Misuse of association funds may trigger civil, administrative, and criminal consequences.

XXXII. Board Members and Honoraria or Compensation

Some associations provide honoraria, allowances, or reimbursements to board members. This is legally sensitive and must be authorized.

Questions include:

Does the bylaws allow compensation?
Was it approved by the members?
Is it reasonable?
Is it disclosed in financial reports?
Is it supported by receipts or resolutions?
Does it create conflict of interest?
Is it disguised salary?
Are taxes considered?

Unauthorized board compensation may be challenged.

XXXIII. Board Members and Contracts with Relatives or Own Businesses

A board member should not secretly benefit from association contracts.

Examples of risky transactions:

security agency owned by a board member;
construction contract awarded to a relative;
maintenance contract with a board member’s company;
legal services by a board member’s spouse;
inflated purchases from connected suppliers;
management contract benefiting insiders.

Such transactions may not always be absolutely prohibited, but they require full disclosure, authority, fairness, and usually abstention by the conflicted director. Secret self-dealing is dangerous.

XXXIV. Board Members and Minutes of Meetings

Minutes are important evidence. They should reflect:

date and time of meeting;
attendees;
quorum;
matters discussed;
motions;
votes;
resolutions;
objections;
abstentions;
authority granted;
documents approved.

Board members should review minutes before approval. A board member who disagrees should request that objections be recorded.

Poor minutes can create disputes over whether an action was valid.

XXXV. Board Members and General Assembly

The general assembly is often the ultimate membership body of the association. Some matters may require approval by the general membership, such as major assessments, elections, amendments, or significant community decisions.

Board members may violate governance rules if they bypass the general assembly when member approval is required.

Common issues include:

failure to call annual meeting;
failure to present financial report;
limiting attendance improperly;
excluding dissenting members;
refusing to answer financial questions;
approving major expenses without membership authority;
amending bylaws without proper vote.

XXXVI. Board Members and Homeowner Complaints

Board members should handle complaints fairly.

A good complaint process includes:

written complaint;
acknowledgment;
investigation;
notice to respondent;
opportunity to explain;
impartial decision-maker;
written resolution;
proportionate action;
appeal mechanism, if available;
recordkeeping.

Selective or retaliatory treatment of complaints can lead to liability.

XXXVII. Board Members and Due Process

Due process is important in HOA actions affecting rights.

Before imposing penalties, suspensions, disqualifications, or restrictions, the board should generally provide:

notice of the alleged violation;
facts supporting the charge;
opportunity to respond;
hearing or written explanation where appropriate;
impartial evaluation;
written decision;
basis for penalty.

Failure to observe due process may make board action voidable or subject to complaint.

XXXVIII. Board Members and Nonpayment of Dues

Nonpayment of dues is common. The board may collect lawful dues, but should use lawful remedies.

Possible remedies include:

written billing;
demand letter;
penalties if authorized;
suspension of certain privileges if lawful;
collection case;
mediation;
lien or other remedy only if legally available and properly pursued.

Risky actions include:

blocking access to property;
public shaming;
threats;
unauthorized utility disconnection;
excessive penalties;
refusal to issue receipts;
selective collection.

Board members should distinguish between lawful collection and coercion.

XXXIX. Board Members and Privacy

HOA boards handle personal information, such as names, addresses, contact numbers, payment records, vehicle details, gate access records, CCTV, visitor logs, and complaints.

Board members should avoid misuse of personal data.

Examples of problematic acts:

posting delinquent homeowners’ personal details publicly;
sharing member lists for political campaigning;
releasing CCTV clips without lawful basis;
disclosing complaints unnecessarily;
publishing private contact information;
using HOA records for personal or commercial purposes.

Data privacy principles may apply alongside RA 9904.

XL. Board Members and Defamation

HOA disputes often become personal. Board members may be accused online, in group chats, or in meetings. Board members may also make statements against homeowners.

Possible defamation issues arise when statements are false, malicious, and damaging.

Examples:

calling a homeowner a thief without proof;
accusing a board member of stealing funds without evidence;
posting that a homeowner is banned for criminal conduct;
spreading accusations in group chats;
publishing misleading financial allegations.

Statements made in good faith in official proceedings may have defenses, but parties should remain factual and restrained.

XLI. Board Members and Criminal Exposure

Some HOA acts may become criminal if they involve wrongful conduct beyond governance disputes.

Possible criminal issues include:

falsification of minutes, receipts, or records;
estafa involving association funds;
qualified theft or theft;
coercion against homeowners;
threats;
unjust vexation;
malicious mischief;
libel or cyberlibel;
violation of privacy-related laws;
usurpation of authority, depending on facts.

A criminal complaint should not be filed merely because of disagreement with board policy. There must be evidence of a crime.

XLII. Board Members and Civil Liability

Civil liability may arise from:

breach of fiduciary duty;
damages caused by unlawful board acts;
misapplication of funds;
discriminatory enforcement;
wrongful denial of rights;
bad faith;
negligence in maintaining common areas;
unauthorized contracts;
abuse of rights;
interference with property rights.

Civil remedies may include damages, injunction, accounting, nullification of resolutions, or restitution.

XLIII. Board Members and Administrative Liability

Administrative liability may arise before the proper regulatory agency for violations of homeowners’ association laws, rules, or orders.

Possible administrative issues include:

failure to submit required reports;
refusal to conduct elections;
failure to turn over records;
unauthorized association acts;
noncompliance with regulatory directives;
denial of member rights;
governance irregularities.

Sanctions depend on applicable rules and jurisdiction.

XLIV. RA 9904 and the Association’s Bylaws

RA 9904 must be read together with the association’s bylaws.

The bylaws often answer practical questions such as:

Who may be a member?
Who may vote?
Who may run for the board?
How many directors or trustees are there?
What is the term of office?
How are vacancies filled?
What constitutes quorum?
How are meetings called?
What are the powers of the board?
What matters require general membership approval?
What dues may be imposed?
What disciplinary procedures apply?
How may board members be removed?
What records must be kept?
How are elections conducted?

If the bylaws conflict with RA 9904, the law generally prevails.

XLV. RA 9904 and the Revised Corporation Code

Many homeowners’ associations are non-stock corporations. Corporate law principles may also apply, especially regarding:

directors or trustees;
fiduciary duties;
meetings;
quorum;
records;
elections;
bylaws;
corporate powers;
ultra vires acts;
liability of officers and directors.

RA 9904 is the special law for homeowners’ associations, while corporate law may supplement where applicable.

XLVI. RA 9904 and Local Government Units

Local government units may interact with homeowners’ associations regarding barangay coordination, permits, roads, drainage, security, disaster response, and community services.

Board members should not claim governmental powers unless legally authorized.

An HOA board is not the barangay. It cannot impose criminal penalties, exercise police power, or override public rights without lawful basis.

XLVII. RA 9904 and Developers

In subdivisions where turnover has not been completed, disputes may involve developers, homeowners, and board members.

Issues include:

control of association;
turnover of open spaces and facilities;
developer-appointed officers;
collection of dues before turnover;
defects in subdivision facilities;
maintenance obligations;
title to common areas;
access roads;
water systems;
security facilities.

Board members must avoid acting merely as agents of the developer if their duty is to the homeowners’ association and its members.

XLVIII. Practical Checklist: Does RA 9904 Apply to This Board Member?

Ask the following:

Is the entity a homeowners’ association?
Is the person a director, trustee, officer, or committee member?
Was the act done in an official association capacity?
Does the act affect homeowner or member rights?
Does the act involve dues, records, elections, rules, or governance?
Is there a board resolution or meeting involved?
Does the bylaws authorize the act?
Was due process observed?
Was there bad faith, fraud, or conflict of interest?
Did the board member personally participate?
Did the board member vote for the act?
Did the board member benefit personally?
Is the complaint really against the association, the board, or the individual?
Are internal remedies available?
Which forum has jurisdiction?

If the answer points to association governance, RA 9904 likely matters.

XLIX. Practical Advice for Homeowners

A homeowner questioning the acts of other board members should:

get a copy of the bylaws;
request relevant records in writing;
keep receipts and notices;
document violations;
avoid purely verbal complaints;
attend general assemblies;
check if the board had quorum;
review election rules;
gather member support;
file a proper complaint if needed;
avoid defamatory accusations without proof;
distinguish personal grievances from legal violations.

A strong complaint is based on documents, not rumors.

L. Practical Advice for Board Members

Board members should protect themselves by:

reading RA 9904 and the bylaws;
attending meetings regularly;
asking for proper minutes;
avoiding unauthorized acts;
refusing cash handling without receipts;
disclosing conflicts of interest;
documenting votes;
requesting legal advice for major decisions;
ensuring financial transparency;
respecting member rights;
avoiding selective enforcement;
conducting elections on time;
turning over records after term;
not using security guards for personal disputes;
keeping association and personal funds separate.

A board member should remember that service in an HOA is a position of trust.

LI. Frequently Asked Questions

1. Does RA 9904 apply only to the HOA president?

No. RA 9904 may apply to the association, its board, officers, directors or trustees, and members depending on the provision and act involved.

2. Can ordinary board members be held accountable?

Yes. A director or trustee may be accountable if they participated in, voted for, implemented, or benefited from unlawful association action.

3. Can a board member be liable if they were absent from the meeting?

Usually, absence may be a defense if the member did not participate or later ratify the act. Meeting minutes and records are important.

4. Can a board member avoid liability by saying the president made the decision?

Not always. If the board member voted for or helped implement the act, they may still be involved. If the president acted alone without authority, responsibility may fall mainly on the president or those who participated.

5. Does RA 9904 apply to former board members?

Yes, for acts committed during their term or for failure to turn over records, funds, or property after leaving office.

6. Does RA 9904 apply to committees?

It may, especially if the committee exercises delegated association authority, such as elections, finance, discipline, or grievance handling.

7. Can board members be personally sued?

Yes, if they acted in bad faith, beyond authority, fraudulently, negligently, or in violation of rights. But not every board decision creates personal liability.

8. Can board members impose dues?

They may impose or collect dues only if authorized by the bylaws, valid board action, member approval where required, and applicable law.

9. Can board members deny access to records?

They may regulate access reasonably, but unreasonable denial of records that members are entitled to inspect may be challenged.

10. Can RA 9904 be used against a condominium board?

Not usually as the primary law if the entity is a condominium corporation, but facts must be checked. Condominium law and corporate law may be more relevant.

LII. Practical Legal Conclusions

RA 9904 applies to more than just the president or chairperson of a homeowners’ association. It can apply to other members of the board when they act as directors, trustees, officers, committee members, agents, or representatives of the association. Board members who participate in association governance are subject to the legal framework governing homeowners’ associations, including member rights, elections, records access, dues, financial accountability, due process, and lawful exercise of board authority.

The scope of liability depends on the specific act. Some duties belong to the association as a whole. Some belong to the board collectively. Some attach to officers. Some may create personal accountability for individual board members who act in bad faith, beyond authority, fraudulently, or in violation of law.

The safest rule is this: anyone who exercises HOA board authority must comply with RA 9904, the implementing rules, the association’s bylaws, and general principles of lawful, transparent, and accountable governance. A board seat is not merely a title; it carries duties to the association and its members.