A Philippine legal-practice article for homeowners, HOA leaders, and practitioners

1) Why this topic matters

Homeowners’ associations (HOAs) handle compulsory dues, security, maintenance, and community governance. When a director/trustee or officer obtains a position through fraud or misrepresentation, or uses the position to commit fraud (e.g., falsified elections, doctored records, kickbacks, fund diversion), the community needs clear, lawful pathways to (a) disqualify, (b) remove, (c) recover funds, and (d) hold individuals liable—without exposing members to avoidable counterclaims.

This article focuses on the Philippine framework: RA 9904 (Magna Carta for Homeowners and Homeowners’ Associations) and the rules/agency practice around HOA registration and regulation (now under DHSUD), plus the Revised Corporation Code (RCC) for corporate governance, and relevant civil/criminal concepts.

General information only. For any specific case, consult counsel because outcomes depend heavily on your HOA’s governing documents and evidence.

2) The governing law “stack”: what controls what

In most communities, the rules come from four layers:

A. The HOA’s own governing documents (first stop)

Articles of Incorporation / Certificate of Registration (or equivalent registration documents)
Bylaws (qualifications, elections, terms, vacancies, removal processes, discipline)
House rules / board resolutions (must be consistent with higher rules)

These often contain additional eligibility requirements and detailed removal or recall procedures.

B. RA 9904 (Magna Carta for HOAs)

RA 9904 recognizes and regulates HOAs, outlines rights and duties of associations and members, and supports member participation, transparency, and accountability. It also anchors government supervision through the housing regulator (now DHSUD).

C. Corporate governance law (Revised Corporation Code, if the HOA is a corporation)

Many HOAs operate as non-stock, non-profit corporations. In that setup:

The board is typically called Board of Trustees (for non-stock) or Board of Directors (generic usage).
Members elect trustees/directors; the board appoints officers.
The RCC provides default rules on qualifications, disqualifications, removal, vacancies, inspection rights, and fiduciary liability.

D. General civil and criminal law

Fraud and misrepresentation can trigger:

Civil liability (damages, restitution, rescission/annulment of acts)
Criminal liability (e.g., estafa, falsification, other offenses depending on acts)
Administrative liability (regulatory sanctions; potential suspension/cancellation of registration; compliance orders)

3) Eligibility to serve on an HOA board: the usual legal and practical requirements

Eligibility is a combination of (1) statutory minimums and (2) bylaw requirements.

A. Common bylaw-based qualifications

Most HOA bylaws require that a board member be:

A member in good standing (dues current; not under valid suspension)
An owner or authorized representative of an owner (sometimes: spouse/child with written authority)
Not in conflict with the HOA’s interests (e.g., delinquent contractor disputes)
Not previously removed for cause (sometimes a cooling-off period)
A resident (sometimes required; sometimes not)

Key point: If the bylaws clearly set eligibility, and a candidate misrepresents eligibility (e.g., claims ownership, hides delinquency), you may have grounds to disqualify, void election results, or remove.

B. RCC statutory disqualifications (frequently relevant)

Where the HOA is governed by the RCC as a corporation, the Code provides disqualifications for directors/trustees/officers (commonly cited rules include):

Conviction by final judgment of an offense punishable by imprisonment exceeding six (6) years, or
Violation of the corporation law committed within a specified lookback period (often cited as five (5) years prior to election/appointment)

Practical effect: Even if bylaws are silent, a person falling under statutory disqualification can be challenged as ineligible.

C. Misrepresentation as a standalone eligibility issue

Misrepresentation can matter in two ways:

Misrepresentation to become eligible Example: “I’m an owner” (but not), “I’m not delinquent” (but is), “I have authority to represent the owner” (but none).
Fraud in the election process Example: padded voter list, fake proxies, forged signatures, manipulated counting/minutes.

Both can lead to (a) election contest/annulment, (b) disqualification, and/or (c) removal for cause.

4) Removal mechanisms: the major pathways in the Philippines

Removal is not one single procedure. It depends on what you are removing and what authority you’re using.

A. Removal of a director/trustee (member-elected position)

In a corporate HOA, the members remove directors/trustees. The RCC typically allows removal by the members in a meeting called for that purpose, using a supermajority threshold (commonly two-thirds (2/3) of members entitled to vote, subject to your bylaws).

Important distinctions

Removal “with cause”: Fraud, misrepresentation, breach of fiduciary duty, grave misconduct, conflict of interest, gross negligence, etc.
Removal “without cause”: Often allowed by default corporate rules unless limited by the bylaws or special board structure. Many HOAs still prefer to state “cause” for legitimacy and to reduce dispute risk.

Your bylaws may require:

A petition threshold to call a special meeting
Specific notice periods
A defined quorum
Secret ballot
Due process steps (written charges, opportunity to respond)

B. Removal of an officer (board-appointed position)

Officers (e.g., President, Treasurer, Secretary) are usually appointed by the board and can often be removed by the board under bylaws/RCC rules—separate from being removed as a director/trustee.

So a person can be:

Removed as President by board vote, but remain a trustee/director until removed by the members (unless bylaws say the presidency is tied to board seat).

C. “Recall” procedures (bylaw- and RA 9904-driven practice)

Some HOAs use a “recall” concept in bylaws—members initiate removal through a petition and special election. In effect, it’s still member removal, but with set mechanics.

D. Regulatory/administrative intervention (DHSUD)

For serious governance breakdowns—systemic fraud, refusal to hold elections, falsified reports, severe mismanagement—members may pursue administrative remedies with DHSUD. Agency relief can include compliance directives, supervision of elections, and sanctions affecting the HOA’s standing.

E. Court actions (civil remedies)

Courts can be asked for:

Injunction to stop disbursements, enforce election rights, or prevent a disputed board from acting
Accounting and turnover of records
Nullification of fraudulent elections/acts
Damages and restitution
Appointment of a receiver/management committee in extreme cases (rare, evidence-heavy)

F. Criminal complaints (personal liability)

If there is fund diversion, falsification, forged proxies, fabricated receipts, etc., members or the HOA can pursue criminal complaints (often alongside civil/administrative routes).

5) What counts as “fraud or misrepresentation” in HOA governance

Here are patterns that commonly support removal “for cause,” disqualification, or liability:

A. Election-related fraud

Forged proxies / signatures
Fake “members” added to the voter list
Disenfranchising legitimate members (selective notice, refusing ballots)
Tampered ballots, altered tally sheets
Minutes fabricated to show votes that never happened
Misrepresentation of quorum or attendance

B. Financial misrepresentation

False financial statements; hiding collections or expenses
Ghost employees, ghost purchases
Inflated contracts, kickbacks, bid-rigging
Personal use of HOA funds, unliquidated cash advances
“Emergency spending” without authority or documentation

C. Governance misrepresentation

Claiming authority the board does not have (e.g., imposing special assessments without proper member approval if required)
Falsely representing DHSUD approvals or compliance
Refusing inspection rights while claiming “everything is in order”

D. Records manipulation and concealment

Withholding ledgers, bank statements, contracts, minutes
Destroying or “losing” records
Creating backdated resolutions

6) Evidence: what you should gather before you move to remove

Removal fights are won on paper. The most effective evidence usually includes:

Governing documents: bylaws, election rules, meeting notice rules
Membership ledger: who can vote; good-standing status; delinquency list
Notices: proof of how/when notices were sent (or not sent)
Minutes and attendance sheets: originals and inconsistencies
Proxies: originals; authority documents; signature comparisons (careful)
Financial records: bank statements, disbursement vouchers, receipts, contracts, bids
Correspondence: demand letters, refusal replies, admissions
Independent audit findings (if obtainable)

Use your inspection rights. Corporate HOAs generally must allow members access to certain records under the RCC and their bylaws, subject to reasonable rules.

7) The core legal theory: fiduciary duty and “bad faith” (why fraud changes everything)

HOA directors/trustees and officers are treated as fiduciaries—they must act with loyalty and care toward the association. Under corporate principles:

Acts done in bad faith, with fraud, with gross negligence, or with conflict of interest can create personal liability and can justify removal and nullification of acts.
The “business judgment” protection does not shield fraud, self-dealing, or intentional concealment.

8) Step-by-step: a clean, defensible removal process (member-driven)

Below is a practical, legally cautious playbook that fits most Philippine HOA setups. Adjust to your bylaws.

Step 1: Confirm the rule basis

Identify: bylaw provision on removal, special meetings, quorum, notice, voting threshold, proxy rules.
If silent, use default corporate principles (member removal with required vote) and RA 9904 accountability norms.

Step 2: Build a written “charge sheet”

Prepare a concise specification:

Dates, acts, amounts (if financial), documents, witnesses
Bylaw provisions and duties violated
Requested relief: removal, turnover of records, audit, restitution, disqualification from re-election (if bylaws allow)

Step 3: Demand for records and explanation (optional but often powerful)

Send a written demand:

Inspection request (minutes, ledgers, bank statements, contracts)
Written explanation deadline
Notice that members will call a special meeting if not addressed

Step 4: Call a special meeting properly

Meet petition threshold (if required)
Follow notice rules strictly (method + timing + agenda)
Explicitly state: “Removal of Trustee/Director X for cause; Election of replacement if applicable”

Step 5: Ensure quorum and voting integrity

Update voter list (members in good standing)
Validate proxies according to bylaws
Use secret ballot if feasible
Appoint an impartial election committee (or neutral facilitators)

Step 6: Vote on removal; then fill vacancies

Common sequence:

Motion to remove (state cause)
Vote (count, document)
Declare seat vacant
Elect replacement (if bylaws allow same meeting), or schedule special election

Step 7: Document everything

Minutes with attachments (notice proof, attendance, ballots tally, proxy register)
Board/association certification of results
Turnover demand: keys, records, bank signatories, online accounts

Step 8: Update banks, vendors, and regulator filings

Change bank signatories per bank requirements
Notify security/management office
Submit updated officer/board information to the proper registry (DHSUD/SEC depending on how your HOA is registered and required filings)

9) What if the board refuses to call a meeting or blocks removal?

Common escalation options:

A. Member-called meeting (if bylaws allow)

Some bylaws permit members to call meetings when the board refuses.

B. Administrative complaint (DHSUD)

If the HOA is stonewalling statutory/member rights (elections, records access), members often seek DHSUD intervention—especially where internal remedies are exhausted.

C. Court relief (especially for urgent harm)

If there’s ongoing dissipation of funds or imminent harm, court action for injunction and accounting may be appropriate—strong evidence required.

10) Remedies beyond removal: getting money back and enforcing accountability

Removal stops the bleeding; it doesn’t automatically recover losses. Consider:

A. Internal remedies

Audit / special audit
Restitution demand
Nullify contracts entered into through fraud/conflict (subject to third-party rights)

B. Civil actions

Damages
Return of funds / accounting
Rescission/annulment of fraudulent contracts
Claims against directors/trustees for bad faith, gross negligence, self-dealing

C. Criminal actions (case-dependent)

Depending on facts:

Misappropriation of dues may fit estafa or related offenses
Forged proxies/minutes may implicate falsification offenses
Coordinated fraud may involve multiple counts and accomplices

Practical note: Criminal cases require strong, organized evidence and can be lengthy; ensure the HOA’s internal documentation is clean before filing.

11) Due process and defamation risk: how to pursue removal without creating new liabilities

Even when misconduct is real, poor process can backfire.

Best practices

Stick to verifiable facts and documents
Avoid public accusations not tied to evidence
Give the respondent notice and a chance to respond (even if bylaws don’t require it—this strengthens defensibility)
Keep communications within HOA channels and official meetings
Use neutral language: “alleged,” “based on records,” “pending verification,” until confirmed

12) Special situations

A. If the “fraud” is about eligibility (not finances)

If the person lied about ownership/status:

Remedy may be disqualification or voiding the election result, not merely discipline.
If the margin of victory depended on the fraud, you may argue the election outcome is tainted.

B. If the HOA is in a subdivision with a developer issue

Sometimes disputes involve developer control, turnover, or retained rights. Governance documents and regulatory records become crucial; removal may intersect with turnover obligations and election supervision.

C. Condominium corporations vs HOAs

Condominium corporations are often governed primarily by corporate law and the Condominium Act framework plus their master deed/bylaws. Removal mechanics are similar (member removal, officer removal by board), but unit-owner voting rules and proxy rules can differ significantly.

13) A model “Removal for Cause” clause (illustrative only)

Many HOAs use language like:

Grounds: fraud, misrepresentation, gross misconduct, conflict of interest, breach of fiduciary duty, misuse of funds, falsification of records, chronic non-attendance, conviction of certain crimes, delinquency.
Procedure: written charges; notice; opportunity to respond; special meeting; secret ballot; supermajority vote; vacancy filling.

If your bylaws are silent or outdated, updating them (lawfully) is often one of the most effective long-term anti-fraud measures.

14) Quick checklist: what “good” looks like in a fraud-related removal

✅ Bylaw basis identified
✅ Evidence packet organized
✅ Proper notice and agenda
✅ Clean voter list and proxy validation
✅ Quorum satisfied and documented
✅ Vote meets threshold and is properly tallied
✅ Minutes and attachments complete
✅ Turnover and bank controls executed immediately
✅ Audit and recovery plan initiated

15) Bottom line

In the Philippines, removing HOA board members for fraud or misrepresentation is usually strongest when you combine:

Bylaw-compliant member action (special meeting + supermajority removal),
Corporate governance principles (fiduciary duty; bad faith liability; inspection rights), and
Regulatory/court/criminal escalation only when necessary, backed by documentation.

If you want, paste your HOA’s removal and election provisions (bylaws section text), and the fact pattern (dates/acts), and you’ll get a tailored, step-by-step strategy aligned with those exact rules.