Abstract

Homeowners’ associations (HOAs) manage and govern common concerns in subdivisions, villages, and similar residential communities—ranging from security and maintenance to collection of assessments and enforcement of community rules. Who may serve as HOA officers matters because officers exercise corporate/association powers over money, property, and day-to-day regulation of residents and homeowners. This article consolidates the governing legal framework in the Philippines and explains (1) baseline statutory qualifications and disqualifications, (2) by-law-driven eligibility rules, (3) practical screening standards, and (4) consequences and remedies when an ineligible person sits as an officer.

I. Legal Framework and Why It Matters

A. Primary law for HOAs

Philippine HOAs are principally governed by the Magna Carta for Homeowners and Homeowners’ Associations (Republic Act No. 9904) and its implementing rules. RA 9904 provides the policy architecture for HOA formation, registration, governance, member rights, and dispute settlement through the housing regulatory system.

B. The “corporate law overlay” (when the HOA is organized as a corporation)

Most HOAs operate as non-stock, non-profit corporate entities in substance and function, even when their registration and supervision is under the housing regulatory regime. Where an HOA is structured as a non-stock corporation, the Revised Corporation Code (Republic Act No. 11232) supplies default corporate governance rules that often become decisive on officer qualifications and disqualifications—especially regarding who can be a director/trustee or corporate officer, and what criminal convictions disqualify a person.

C. Related laws that affect officer eligibility in practice

Subdivision/Condominium regulatory rules (e.g., developer turnover duties and common area administration) shape transitional governance and the shift from developer control to homeowner control.
The Condominium Act (RA 4726) matters where the community is a condominium corporation/association (a close cousin of HOAs, with overlapping governance issues).
Data Privacy Act (RA 10173) affects how member lists and delinquency/eligibility lists may be shared during elections and screening.
Contract and property rules (Civil Code; contracts to sell; co-ownership) determine who counts as the “member” for voting and candidacy when a property has multiple stakeholders.

II. HOA Governance: Who Are “Officers,” and Why the Distinction Matters

In HOA practice, “officers” may refer to two overlapping groups:

Directors/Trustees (the Board) The board is the policy-making and governing body. In many HOAs, board members are elected by the membership.
Corporate/Association Officers (e.g., President, Vice President, Secretary, Treasurer) These are typically elected/appointed by the board (depending on by-laws) and handle operations and execution.

Why the distinction matters: A person may be qualified to run for the board but disqualified to hold a particular office (e.g., Treasurer). Or a person may be eligible as an officer only if first validly seated as a director/trustee (e.g., President in corporate setups).

III. Baseline Qualifications: The Non-Negotiables

Think of officer eligibility as a three-layer test:

Statutory minimums (RA 9904 + applicable corporate law)
HOA’s governing documents (Articles/Constitution + By-laws + election rules)
Reasonableness and due process constraints (what rules can legally be enforced)

A. The foundational requirement: membership (or lawful representation of membership)

As a general rule in Philippine HOA governance, leadership is reserved to the community’s members. The typical baseline is:

A board member must be a member of the HOA (or a lawful representative of a member, if the by-laws permit representation).
An officer is usually required to be a board member, especially in corporate setups where the President must be selected from the board.

Who counts as a “member” in an HOA setting? This depends on RA 9904 definitions and the HOA’s governing documents, but commonly includes:

Registered lot/home owners
Buyers under contract to sell (if recognized by the HOA’s rules and the regulatory framework)
Heirs or estate representatives (with proper proof/authority)
Corporate owners (acting through an authorized natural person representative)

Practical rule: candidacy is usually tied to the person’s name appearing on the official member registry (or an officially recognized representative status).

B. Good standing (the most common eligibility gate)

HOAs almost always require that an officer or board candidate be a member in good standing, usually meaning:

No delinquent association dues, assessments, or charges beyond a defined period
No unresolved accountabilities (unliquidated cash advances, unreturned HOA property, unpaid penalties if validly imposed)
No active suspension of membership rights (if the by-laws allow suspension after due process)

Important nuance: “Good standing” must be administered objectively and with due process. Eligibility cannot be defeated by surprise “charges” or disputed assessments with no fair mechanism to contest them.

C. Legal capacity and minimum personal qualifications

Common baseline requirements:

Natural person (board/trustee membership is generally for individuals; corporate owners act via representatives)
Of legal age
Not legally incapacitated (e.g., under guardianship)

D. Where the HOA is a non-stock corporation: minimum corporate-law qualifications

When the HOA is governed as a non-stock corporation, baseline rules typically include:

Directors/trustees must be members of the corporation (the HOA).
Corporate officers have statutory constraints (commonly: President from the board; Secretary and Treasurer meeting residency/citizenship requirements as applicable to corporate law practice in the Philippines).

IV. Disqualifications: The Common Grounds That Bar Service

Disqualifications can be statutory, by-law-based, or status-based (e.g., delinquency). The most important are below.

A. Delinquency and financial default

Most common disqualification: a member in arrears beyond the permitted grace period. Typical by-law approaches:

Disqualify candidates who are delinquent as of a record date (e.g., nomination date or voters’ list finalization date)
Require full payment or an approved payment plan before candidacy is accepted
Disqualify candidates with unliquidated funds or outstanding accountabilities with the HOA

Risk area: if the HOA uses delinquency selectively to knock out challengers, disqualification decisions become vulnerable to administrative challenge.

B. Loss of membership status or lack of recognized authority

A person is commonly disqualified if:

They are not the member of record
They are a tenant/occupant without recognized membership rights
They claim to represent an owner but lack written authority (SPA/board authorization/estate authority as required)

C. Criminal conviction and corporate-law disqualification rules (high-impact)

Where corporate-law standards apply, a common rule is that persons convicted by final judgment of certain offenses (notably those punished by imprisonment beyond a threshold) may be disqualified from serving as directors/trustees or corporate officers. HOAs often adopt this verbatim in by-laws even where not strictly required, because it is a defensible governance safeguard.

Practical effect: HOAs frequently require candidates to submit a sworn statement about convictions and pending cases, sometimes accompanied by NBI clearance (subject to reasonableness and privacy compliance).

D. Conflict of interest and prohibited relationships

Many HOAs disqualify (or restrict) candidates who have direct conflicts, such as:

Being an employee of the HOA (especially accounting/collections/security roles)
Being a contractor/vendor to the HOA (or having material interest in vendors), unless disclosed and cured by recusal rules
Being the property manager (or employed by the property management company) and simultaneously serving as officer
Having material financial dealings with the HOA not on arm’s-length terms

Why it matters: HOAs are vulnerable to procurement kickbacks and collections abuse; conflict rules are among the most legally defensible disqualifiers if drafted clearly and applied equally.

E. Developer-control and “turnover period” complications

During the development and turnover period, governance can be distorted because:

The developer may still own unsold lots/units and thus have membership/voting rights.
Interim boards may be appointed or influenced during early organization.
Turnover milestones can trigger changes in who may validly control the HOA.

Common by-law solutions:

Separate “developer representative” seats only until turnover, then automatic sunset
Limit developer voting to lots/units actually owned and properly recorded
Define a clear turnover date and election timetable after turnover

F. Disciplinary disqualifications (violations of rules)

Some HOAs disqualify members who are:

Under suspension of membership rights (if validly imposed with notice and hearing)
Found liable for serious rules violations (e.g., violence, sabotage, repeated obstruction of HOA operations)

Due process is essential: Without a clear procedure, disciplinary disqualifications are often overturned in disputes.

G. “Residency” and “occupancy” requirements (often contentious)

Many HOAs want officers who are actual residents. By-laws sometimes require:

Candidate must reside in the subdivision/village
Candidate must be an owner-occupant, not merely a non-resident owner

Legal/administrative vulnerability: Such restrictions may be challenged if they:

Unreasonably disenfranchise non-resident owners who still pay dues and are bound by HOA rules
Conflict with the HOA’s own membership definition
Are applied selectively

A safer approach is often to require residency for certain operational roles (or require attendance/participation standards) rather than banning non-resident owners outright.

V. Qualifications and Disqualifications by Position

Because duties differ, eligibility often differs by office.

A. Directors/Trustees (Board Members)

Typical qualifications

Member of record / authorized representative
Good standing (no delinquency)
Meets nomination requirements (forms, disclosures, consent)
Not disqualified by conviction/ethical disqualifiers if adopted

Typical disqualifications

Delinquency and unresolved accountabilities
Not a valid member / not on registry
Material conflict of interest (vendor/employee/manager)
Statutory corporate-law disqualification (where applicable)

B. President

In corporate-style HOAs, the President is typically required to be:

A seated director/trustee in good standing
Elected by the board from among themselves

Disqualifications mirror board disqualifications, plus:

Failure to meet “from-the-board” requirement
Concurrent roles that create conflict (e.g., property manager)

C. Treasurer

Because the Treasurer controls funds, HOAs often impose enhanced screening:

Must be in good standing
Must not have adverse credit/accountability history with the HOA
Must not be related to the auditor/accountant in ways that defeat controls (if the by-laws include anti-nepotism provisions)
Sometimes: must have minimum competency or willingness to undergo training

Disqualifiers often include:

Prior unliquidated cash advances
Prior audit findings against the person
Vendor relationships involving HOA funds

D. Secretary

Given custody of minutes and records, typical requirements:

Good standing
Reliability and ability to keep official records
In corporate practice, secretary roles may have residency/citizenship requirements depending on the HOA’s corporate posture and adopted rules.

E. Auditor/Compliance roles (if any)

HOAs frequently bar:

Anyone with procurement/collections power from being internal auditor
Vendors/contractors from auditing roles
Close relatives of signatories/approvers where checks and balances are compromised

VI. What By-laws May Add (and What They Should Avoid)

A. By-law qualifications commonly added

Minimum membership duration (e.g., 6–12 months before candidacy)
Attendance requirements (e.g., must attend X meetings; must not have unexcused absences)
Disclosure requirements (vendors, relatives working for HOA, pending disputes)
Education/training requirement (often best framed as a post-election requirement)

B. Red-flag eligibility rules that invite disputes

Vague “moral character” clauses with no objective standards
Blanket bans based on criticism or filing complaints
Retroactive disqualifications that change rules mid-election
Rules that allow the incumbent board to “approve” candidates without criteria

Best practice: all disqualifications should be tied to objective facts (membership, delinquency, conflict, conviction) and decided by a neutral election committee with appeal mechanisms.

VII. Screening and Election Administration: How Eligibility Is Determined

A. Typical election timeline points where eligibility is fixed

HOAs usually define a record date for:

Voters’ list finalization
Candidate qualification screening
Payment cut-off date for curing delinquency

Without clear dates, disputes explode because candidates pay “late” and incumbents argue disqualification.

B. Documents commonly required for candidacy

Membership proof (title/TCT/CCT, deed, contract-to-sell recognition, or HOA registry entry)
Proof of authority (SPA for representatives; corporate secretary’s certificate for corporate owners; estate authority for heirs)
Account clearance (certificate of good standing / statement of account)
Sworn disclosures (conflicts, vendor interests, cases/convictions if required)

C. The election committee’s role

A defensible election committee system typically includes:

Independence (not dominated by incumbents running for re-election)
Clear written standards
Written decisions on disqualification with reasons
A protest/appeal process with deadlines

VIII. Consequences of Electing or Appointing an Ineligible Officer

A. Internal validity and enforceability risks

If an officer is ineligible:

The election or appointment may be voidable (or void, depending on defect)
HOA acts may be attacked as unauthorized, especially for high-stakes acts (large expenditures, contracts, special assessments)

B. Third-party dealings

Third parties contracting with the HOA generally want proof of authority (board resolutions, secretary’s certificates). A defective officer slate can:

Delay banking signatories
Trigger contract rescission or refusal of service
Increase exposure to fraud and internal disputes

C. Liability exposure

Ineligible officers (and boards that knowingly seat them) may face:

Administrative exposure in HOA disputes
Civil exposure if they mishandle funds or exceed authority
Potential personal liability where bad faith or fraud is shown

IX. Removal, Recall, and Vacancies: When Eligibility Problems Surface Mid-Term

A. Removal for cause vs. loss of qualification

Common triggers:

Officer becomes delinquent after election
Officer enters a disqualifying conflict (becomes a vendor/employee)
Officer is convicted by final judgment of a disqualifying offense
Officer repeatedly violates fiduciary duties (misuse of funds, refusal to turn over records)

Due process pattern: notice → opportunity to explain/hearing → written decision → turnover of records → appointment/election of replacement.

B. Filling vacancies

By-laws usually provide:

Board appointment to fill vacancy until next election, or
Special election if vacancy is significant or quorum is threatened.

Risk control: require turnover checklists (records, bank signatories, property) whenever officers change.

X. Dispute Resolution and Enforcement (Philippine Setting)

A. Typical disputes covered

Candidate disqualification (delinquency, membership status, proxies)
Election irregularities (notice, quorum, voters list manipulation)
Removal/recall controversies
Financial accountability and refusal to turn over records

B. Forum and process (general approach under the housing regulatory system)

HOA disputes commonly proceed through administrative dispute mechanisms in the housing regulatory framework (now under the reorganized housing adjudication environment). These systems frequently emphasize:

Exhaustion of internal remedies (protests/appeals within HOA)
Documentary evidence (member registry, SOAs, minutes, notices)
Due process compliance (proper notices, hearings, impartiality)

Practical point: disputes are won or lost on documentation—minutes, official lists, notices, proof of service, and objective accounting records.

XI. Special Cases That Commonly Determine Eligibility

A. Multiple owners / co-ownership (spouses, siblings, heirs)

Key governance question: who is the voting member and eligible candidate? Common solution: the co-owners designate a single representative in writing for voting and candidacy purposes.

B. Corporate owners

A corporation that owns lots/units typically must act through:

A board resolution and secretary’s certificate naming the authorized representative.

C. Buyers under contract to sell

Eligibility depends on whether the HOA’s rules and recognition system treat the buyer as a member (or associate member) for voting and candidacy. Clear internal rules prevent “two votes for one property” conflicts between title holder and buyer.

D. Foreign participation (often condominium-adjacent)

Where foreigners may legally own condominium units, participation in governance may be allowed, but condominium corporations and land-ownership constitutional constraints can create structural limits in ownership and control. Eligibility rules must be aligned with the project’s legal structure and ownership caps.

XII. Model Eligibility Checklist (Best-Practice Template)

A robust HOA eligibility system often uses this checklist:

Membership verification
- On official registry as member of record, or duly authorized representative
Account standing
- No delinquency as of record date
- No unliquidated cash advances or unsettled accountabilities
Conflict disclosures
- Vendor/contractor interests
- Employment by HOA/PMO/security contractor
- Immediate family conflicts (if covered by by-laws)
Legal disqualification screening
- Sworn declaration on disqualifying convictions (where adopted)
- Verification consistent with privacy rules
Consent and availability
- Signed acceptance of nomination
- Commitment to attend meetings and comply with fiduciary duties
Written decision and appeal
- Election committee issues written qualification or disqualification
- Defined appeal period before final ballot printing

XIII. Core Takeaways

Membership and good standing are the dominant eligibility gates in Philippine HOA practice.
Where the HOA has a corporate posture, corporate-law disqualifications and officer rules can be decisive (especially for President/Secretary/Treasurer requirements).
Disqualification rules must be objective, written, and fairly applied, or they become vulnerable in election protests and administrative disputes.
The most defensible disqualifications are delinquency, lack of membership authority, material conflicts of interest, and final convictions under adopted standards.
The strongest protection against leadership disputes is clean documentation: accurate member registry, audited accounts, properly served notices, and detailed minutes.