1) The legal nature of Philippine HOAs and why it matters

1.1 HOA as a “community government,” but legally a private association

Most homeowners associations (HOAs) in the Philippines operate as non-stock, non-profit corporations (or in a similar corporate form), created to manage and maintain common interests in a subdivision, village, or housing project. This matters because HOA governance typically draws from two primary legal pillars:

Republic Act No. 9904 (Magna Carta for Homeowners and Homeowners’ Associations) and its implementing rules (the HOA-specific framework, including governance standards and dispute handling), and
Corporate law principles (commonly the Revised Corporation Code, RA 11232) for internal corporate acts—meetings, elections, quorum, minutes, voting, inspection rights—unless a special HOA rule overrides or modifies the default corporate rule.

1.2 The “highest law” inside the HOA: the governing documents

Day-to-day legality is heavily determined by the HOA’s internal documents, typically:

Articles of Incorporation
By-Laws
Master Deed / Deed of Restrictions / Declaration of Restrictions (common in subdivisions; often defines assessments, uses, architectural controls)
Policies and board resolutions
Approved annual budget and assessment schedules
Contracts (security, maintenance, waste, etc.)

In disputes, the first question is often: What do the By-Laws and restrictions require for notice, quorum, voting, and dues-setting? If the HOA violated its own rules (and those rules are lawful), the act is vulnerable to being invalidated.

2) HOA elections: core legality, common failure points, and best practices

2.1 Who gets to vote (and who doesn’t)

Voting rights are usually defined by the By-Laws and restrictions. Common Philippine HOA setups include:

One vote per lot/house (property-based voting), or
One vote per member (membership-based voting)

Key edge cases that must be addressed by the rules:

Co-owners / spouses / heirs: Which person votes for the property? Many HOAs require a written designation.
Corporate owners: Must authorize a representative via board secretary’s certificate or written authorization.
Tenants: Typically do not vote unless governing documents explicitly allow it.
Delinquent members: Some HOAs restrict voting rights of members not in good standing, but the restriction must be clear in the By-Laws and applied uniformly.

Red flag: “Selective disenfranchisement” (blocking some delinquent members but not others, or imposing new eligibility rules mid-election) is a common ground for election disputes.

2.2 Election authority and the Election Committee

A legally resilient election typically uses an independent election committee created/recognized by the By-Laws or by a properly adopted resolution. Common requirements:

Clear election timeline
Candidate qualification rules consistent with By-Laws
Transparent voters’ list and challenge process
Rules on campaigning, use of HOA funds, and access to common areas

Red flag: Board-controlled elections where incumbents control the voters list, nominations, ballot custody, and canvassing without safeguards.

2.3 Notice requirements: the “make-or-break” issue

Many HOA election outcomes are overturned (or become legally attackable) due to defective notice. Proper notice generally requires:

Correct meeting type (annual/general meeting vs special meeting)
Notice sent within the period required by By-Laws (often a fixed number of days)
Notice delivered through the approved means (mail, personal service, posting, electronic, etc., depending on rules)
Agenda including that elections will be conducted (and other matters to be voted on)

Red flag: Surprise elections, last-minute venue changes, vague agenda, or notice only to a favored group.

2.4 Nominations, ballots, and canvassing: integrity controls

Minimum integrity practices include:

Final voters’ list prepared in advance and made available for inspection
Ballot security (serial ballots or controlled issuance, sealed boxes, custody logs)
Transparent canvassing with watchers
Documented results: tally sheets, committee report, minutes

Red flag: No tally sheets, no chain of custody, “voice vote” for contested seats, or unexplained rejection of ballots/proxies.

2.5 Term of office, holdover, and “failure of election” scenarios

Many HOA By-Laws set a term (often 1–2 years) and election timing. When elections are delayed:

Some systems recognize holdover officers (incumbents continue temporarily) only until a valid election occurs, but
Prolonged failure to conduct elections can be attacked as bad faith or ultra vires (beyond authority), especially if used to block membership control.

Red flag: Board repeatedly postpones elections citing “no quorum,” but does not implement lawful measures to achieve quorum or facilitate voting.

3) Quorum rules: the engine of valid HOA action

3.1 Two different quorums: members vs board

HOAs usually require quorum at two levels:

Members’ meeting / General assembly quorum
- This is for big-ticket legitimacy: elections, major policies, dues/assessments approval (often), by-law amendments, etc.
Board meeting quorum
- Usually a majority of trustees/directors for routine board actions.

Confusing these is fatal. A board meeting quorum cannot substitute for a members’ meeting quorum when the matter legally belongs to members.

3.2 Default rules vs By-Laws

If By-Laws are clear, they generally control. If silent, corporate defaults commonly treat quorum of members as a majority of members entitled to vote (and board quorum as majority of trustees/directors). HOA-specific documents sometimes set quorum as:

% of members in good standing
% of lots/units represented
Lower “second call” quorum rules (a reconvened meeting with reduced quorum) — only valid if the By-Laws or applicable rules authorize it

Red flag: Officers invent a “second call quorum” without by-law authority.

3.3 What counts toward quorum: present, represented, and proxy

Quorum is usually satisfied by:

Members present in person, plus
Members represented by proxy (if proxies are allowed), plus
Sometimes remote participation (if permitted by rules and implemented reliably)

Proxy basics (typical corporate principles):

Must be in writing
Signed by the member (or authorized representative)
Must be filed with the HOA within the required time
Should specify meeting date and scope (general or limited proxy)

Red flag: “Open-ended proxies” collected by incumbents, proxies without verification, or refusal to accept proxies despite by-law permission.

3.4 Good standing and quorum manipulation

Some HOAs define quorum based on “members in good standing.” This can be lawful if clearly stated, but it becomes abusive when:

The board creates or increases dues/penalties to render opponents delinquent, then
Uses delinquency to strip voting rights and block quorum.

This pattern is a classic governance abuse because it weaponizes assessments to entrench leadership.

Red flags:

Sudden “delinquency lists” near election day
Retroactive charges and penalties not grounded in By-Laws
Non-uniform enforcement

3.5 Minutes and proof: the paper trail of quorum

The HOA must be able to prove quorum with records such as:

Attendance sheets / registration log
Voters’ list with signatures
Proxy log and copies of proxies
Minutes stating quorum determination and method

Red flag: Minutes merely declare “quorum was present” with no supporting list or numbers.

4) Dues, assessments, and increases: what must be lawful

4.1 What “HOA dues” legally are

HOA charges typically include:

Regular assessments/dues (monthly/annual) for operations and maintenance
Special assessments (one-time or limited duration) for major repairs/capital projects
User fees (clubhouse rental, stickers, gate access devices)
Fines/penalties (often for violations, late payments, or rule breaches)

Each category must be authorized by the governing documents and imposed through a valid process.

4.2 Authority to impose or increase dues

Dues increases must have a legal basis, usually requiring:

Authority in Deed Restrictions/By-Laws to levy assessments, and
A budgetary and approval process consistent with those documents, and
Proper meeting, notice, and voting when member approval is required.

Some HOAs allow the board to adjust dues within defined parameters; others require member approval beyond a cap or for specific items.

Red flag: “The board can increase dues anytime” without a specific by-law basis or without the required member vote.

4.3 Due process in financial decisions: transparency, budgeting, and records

Even when an increase is substantively reasonable, it becomes legally attackable if the process is defective. Good governance typically includes:

Proposed budget distributed before approval
Explanation of increase drivers (security contract, wage adjustments, inflation, repairs)
Competitive procurement for major contracts
Proper approval recorded in minutes
Collection and disbursement controls
Periodic financial reporting and audit/independent review if required

Red flag: Dues increase with no budget, no financial statements, no procurement records, and no explanation.

4.4 Retroactive increases and surprise charges

Retroactive dues increases (charging additional amounts for past months already billed/paid) are commonly disputed. Legality depends on:

Whether governing documents expressly allow retroactive adjustments
Whether members had notice and opportunity to vote/participate
Whether it is effectively a “special assessment” disguised as a retroactive regular dues increase

Red flag: Re-labeling a capital project cost as “back dues adjustment” to avoid a special assessment vote.

4.5 Special assessments: stricter scrutiny

Special assessments (for major repairs, perimeter walls, drainage upgrades, etc.) often have stricter requirements:

Clear project scope and costing
Member approval thresholds (commonly higher than ordinary votes, depending on documents)
Payment schedule
Handling of delinquencies

Red flag: Huge “special assessment” approved by board-only action when documents require a members’ vote.

5) “Illegal HOA dues increases”: the major categories of illegality

A dues increase is commonly considered “illegal” (i.e., vulnerable to nullification and unenforceability) when it suffers from one or more of the following:

5.1 Lack of legal authority (ultra vires)

No by-law/restriction basis for the charge
The type of charge imposed is not authorized (e.g., “security bond,” “administration fee,” “litigation fee” as a mandatory charge without authority)

5.2 Defective approval process

No proper notice
No quorum
No valid vote (or wrong body voted—board acted where members must approve)
No minutes or falsified/deficient minutes

5.3 Procedural unfairness / denial of member rights

Members not given budget/financial basis
Refusal to allow inspection of records
Blocking participation through selective delinquency enforcement

5.4 Discriminatory or non-uniform assessments

Charging different regular dues to similarly situated lots without authority
Targeting specific blocks or dissenters without a lawful classification basis stated in the governing documents

5.5 Unauthorized penalties, interest, and compounding

Late payment penalties not authorized by By-Laws
Excessive interest beyond what documents allow
“Compounded” penalties or administrative fees with no basis

5.6 Misuse of funds and self-dealing indicators

While misuse does not automatically invalidate an increase, it strengthens challenges and can trigger administrative/civil exposure:

Contracts awarded without transparency (especially to insiders)
Payments without board authority
Missing receipts, no liquidation, unexplained disbursements

6) Practical remedies and escalation paths in the Philippines

6.1 Internal remedies (often required or strategically useful first)

Written demand for:
- Copy of By-Laws and restrictions
- Minutes of the meeting approving the increase
- Attendance/proxy list proving quorum
- Approved budget and financial statements
- Contracts supporting the cost increase
Call for a special meeting if rules allow members to petition for one
Election challenge through internal processes (if provided)
Motion to reconsider/rescind a resolution at a properly called meeting

A disciplined paper trail matters: dated letters, received copies, and precise requests.

6.2 Record inspection rights

Members commonly have the right to inspect corporate/association records subject to reasonable conditions. The usual tactical value:

Forces disclosure of quorum proof, minutes, proxies
Reveals whether the “increase” was ever validly approved
Helps identify self-dealing or procurement failures
Supports a formal complaint

6.3 Administrative complaints (housing/HOA regulators)

HOA disputes are often handled through the government housing/settlement framework rather than only regular courts, especially for:

Election disputes
Governance irregularities
Assessment controversies linked to HOA governance

Administrative forums can grant practical relief (orders to conduct elections properly, produce records, cease invalid collections, etc.), depending on jurisdictional rules and the nature of the case.

6.4 Court actions (civil cases)

Typical court remedies include:

Nullification of resolutions (e.g., invalid dues increase, invalid election)
Injunction to stop collection or enforcement pending resolution
Accounting and restitution in cases involving misuse
Damages in extreme bad-faith scenarios
Corporate remedies (for corporations): actions involving intra-corporate disputes, depending on classification and current procedural rules

6.5 Strategic leverage: focusing on “process defects”

Many HOA controversies are won not by debating whether the increase is “reasonable,” but by showing:

No quorum, no valid notice, no lawful vote, or
No authority in the governing documents

These are “bright line” defects that can make the increase unenforceable regardless of underlying cost pressures.

7) Common scenarios and how legality is typically assessed

Scenario A: “No one attended, but the board increased dues anyway”

If By-Laws require members’ approval: highly vulnerable.
If board has limited authority: check caps/conditions and notice requirements.

Scenario B: “They declared quorum based on people who didn’t sign in”

Quorum proof must match actual attendance/proxies. Missing logs weaken validity.

Scenario C: “They used a ‘second call’ quorum”

Valid only if By-Laws (or applicable governing rules) authorize reconvened meetings with reduced quorum and the notice complied.

Scenario D: “They said delinquent members can’t vote”

Only enforceable if By-Laws clearly provide this and applied uniformly with fair accounting. Sudden or selective delinquency enforcement is suspect.

Scenario E: “They charged a new ‘security modernization fee’ monthly”

If not in documents, it may be an unauthorized assessment or disguised special assessment.

Scenario F: “They imposed huge late penalties and interest”

Must be grounded in By-Laws/restrictions and applied consistently. Unauthorised compounding/fees are a common illegality.

8) Governance controls that prevent disputes (and strengthen legitimacy)

8.1 Election controls

Independent election committee
Pre-published timetable and candidate rules
Transparent voters’ list and proxy validation
Secure ballots and documented canvass
Prompt publication of results with supporting numbers

8.2 Quorum reliability

Registration with IDs/authorization documents
Proxy submission deadlines and verification
Clear lot/unit representation rules
Accurate minutes with attachments (attendance and proxies)

8.3 Dues increase discipline

Budget-first approach: show cost drivers
Procurement transparency for major contracts
Member communication: draft budget and comparative year-on-year summary
Proper approval: correct body, notice, quorum, vote, minutes
Clear billing breakdown and effective date (avoid retroactive surprises)

9) Quick checklist: spotting an invalid HOA election or illegal dues increase

Election invalidity indicators

No proper notice / unclear agenda
No quorum proof
Missing voters’ list/proxy log
Incumbents control ballots and canvass without safeguards
Minutes lack numbers, attachments, or resolutions

Dues illegality indicators

No by-law/restriction authority for the charge
No budget/financial basis disclosed
Approved by the wrong body (board instead of members)
No quorum / defective notice
Retroactive billing without authority
Penalties/interest not authorized
Non-uniform or discriminatory assessment pattern

10) Bottom line principles

Process is power in HOA law: notice, quorum, and proper voting are the foundation of legitimacy.
A dues increase is defensible when it is authorized, transparent, and properly approved.
The most common “illegal” increases are not about price—they are about lack of authority, lack of quorum, defective notice, wrong approving body, and missing records.
The most effective disputes are built on documents: By-Laws, restrictions, minutes, attendance/proxy logs, budgets, and financial statements.