New Jersey 45:22A-43 and 45:22A-45.2: HOA Membership and Board Election Rules

Quick Answer

N.J.S.A. 45:22A-43 says every owner in a New Jersey planned real estate development is a member of the association, and N.J.S.A. 45:22A-45.2 sets the rules for executive board elections. Both were reshaped by P.L.2017, c.106, approved July 13, 2017. For communities of 50 or more units the statute sets notice, nomination, ballot and voting rules, including a notice of "no less than 14 nor more than 60 days" before the election meeting. Communities with fewer than 50 units must meet a shorter list of fair-process requirements.

At a Glance

What the Law Says

Membership (45:22A-43)

• A developer subject to registration must form an association to manage common elements and facilities, formed "on or before the filing of the master deed or declaration of covenants and restrictions."
• Application of the 1993 supplement to an existing development's association is not limited by whether the developer was registered or exempt, or by the development's date of establishment.
• Membership "shall be comprised of each owner" and may include the developer if there are unsold units.
• An association "may permit tenant participation in executive board elections, tenant membership in the association, or both." A voting-eligible tenant's vote is "in place of and not in addition to" the owner's.

Findings (45:22A-45.1)

The Legislature found that governance by trustees "who are not elected in a fair and open manner" is "unfair and runs contrary to American democratic values," and that owners should have the right to "nominate candidates, run for, freely elect, and be elected to" executive boards.

Key definitions (45:22A-23)

• "Good standing" applies only to eligibility to vote in board elections, vote to amend bylaws, and nominate or run for the board. A member is in good standing if current on common expenses, late fees, interest, legal fees and other lawful charges, and has not failed to satisfy a judgment for them. A member is also in good standing if in full compliance with a settlement agreement, or if there is a pending, unresolved dispute about charges started through an alternative to litigation, the condominium dispute procedure in 46:8B-14(k), or a court action.
• A "voting-eligible tenant" is a tenant in a development whose governing documents allow tenant participation in executive board elections, and where either tenant voting was standard practice before the 2017 law, or the owner acknowledged the right in a written lease or separate document.

Election rules (45:22A-45.2)

For all associations, subsection a. provides:

• Elections follow the governing documents, including validly adopted board rules, that do not conflict with the section. If the documents set no interval, elections are held "at two-year intervals."
• If no compliant election has been held in two or more years, the association "shall hold an election within 90 days" after any current board member receives a petition signed by 25 percent or more of members in good standing, but never fewer than the number needed for a quorum under the governing documents.
• If there are no board members and members fail to act, any member or group may petition a court, at common expense and on written notice to all owners, for authority to act temporarily and hold an election within 90 days of the order.
• Proxies must carry a prominent notice that use is voluntary, can be revoked before the proxy holder votes, and that absentee ballots are available. An association "may not use proxies for an executive board member election without also making absentee ballots available."

For developments with fewer than 50 units (subsection b.), the association must ensure an election system with election notice, the ability to nominate and vote for any member in good standing, a chance to review candidacy qualifications, ready information on when and how to vote, and ballot counting and eligibility verification "conducted in a non-fraudulent manner." Paragraphs (9) and (10) below also apply.

For developments with 50 or more units (subsection c.), the association:

• (1) may not set a board term longer than 4 years (members can continue until a successor is qualified and elected);
• (2) may not bar a voting-eligible tenant from voting a unit's vote where the bylaws permit tenant participation, or bar a valid proxy or power of attorney holder from voting;
• (3) must give written notice at least 30 days before the mailing date of the election notice, informing members of the right to nominate;
• (4) may not bar a member in good standing from nominating self or another member, until ballots or proxies are mailed, and the nomination period "shall not be less than 14 days from the mailing of the request for nominations";
• (5) must give written notice of the election by personal delivery, mail or electronic means "no less than 14 nor more than 60 days prior to the meeting," with a proxy ballot and absentee ballot (unless the bylaws prohibit them) listing candidates alphabetically by last name; a mailed notice is effective when deposited in the mailbox with proper postage; electronic notice requires written consent or governing document authority, with absentee or proxy voting still available;
• (6) must use ballots, paper or electronic, that contain all nominated candidates;
• (7) may not bar a member in good standing from voting for any nominated candidate;
• (8) may not prevent electronic voting where the board chooses it and the member consents;
• (9) may not allocate votes other than one per unit (or a larger equal number set in the documents), except where voting interest is proportional to unit value or size, or the documents or a board rule allow multiple votes per unit on an equal or value-based basis; and
• (10) may not run elections in a way that prohibits participation by residents of low or moderate income housing units.

Other subsections: initial executive board elections in condominiums follow the notice timeline in 46:8B-12.1(b) (subsection d.); associations of 50 or more units must follow the Nonprofit Corporation Act on ballot counting (subsection e.); and bylaws may allow certain mixed-use, geographic, affordable-housing or multi-development board structures, and may limit a single unit to one board seat at a time (subsection f.). Outside developments with fewer than 50 units, boards may not be filled by appointment except to fill a vacancy from resignation, death, loss of qualifications, or a removal vote open to all members, and a person must be elected through a compliant process to serve.

What This Means in Practice

Notice math

For a 50-plus unit community, work backward from the election meeting date. The election notice (with ballots) goes out 14 to 60 days before the meeting. The nomination-right notice goes out at least 30 days before the mailing date of that election notice. The nomination period must run at least 14 days from the request for nominations, and nominations close before ballots and proxies are mailed. Our arithmetic from those numbers: if the election notice is mailed the latest permitted 14 days before the meeting, the nomination-right notice must go out at least 44 days before the meeting (30 plus 14). The statute does not state a single total, so confirm the calendar with counsel.

For boards

Check the bylaws for election intervals, term lengths and vote allocation, then test them against 45:22A-45.2. Good standing is defined by statute, and it is limited to voting in board elections, voting on bylaw amendments, and running for the board.

For owners

If no election has been held in two or more years, a petition signed by 25 percent of members in good standing, handed to a current board member, triggers an election within 90 days.

Open questions

The statute does not say what the remedy is if a board ignores a valid petition, other than the court petition path when there are no board members. It also does not say whether the 14-day nomination minimum and the 30-day notice must be separate mailings. Our reading is that they are separate steps, but the text does not say so. The Department of Community Affairs has rules under N.J.A.C. 5:26 that we did not review for this page and do not describe.

Timeline

Related New Jersey Law

• Planned Real Estate Development Full Disclosure Act overview
• N.J.S.A. 46:8B-12.1, initial condominium board election timeline
• N.J.S.A. 45:22A-46 and 45:22A-47, open meetings and developer turnover
• Assessment liens, which relate to the good standing test
• New Jersey HOA laws and regulations overview

Board Checklist

• Confirm whether the community has fewer than 50 units or 50 or more, since the election requirements differ.
• Set the election meeting date, then calendar the nomination notice, nomination close, and the 14-to-60-day election notice.
• Include proxy and absentee ballots in the election notice unless the bylaws prohibit them, with candidates listed alphabetically by last name.
• Put the required voluntary-use and revocation notice on every proxy.
• Check that no board term exceeds 4 years and that vote allocation matches 45:22A-45.2(c)(9).
• Apply the statutory definition of good standing, including settlement agreements and pending disputes.
• Track the date of the last compliant election against the two-year petition trigger.

Frequently Asked Questions

Who is a member of a New Jersey HOA?

Under 45:22A-43(c), membership "shall be comprised of each owner" of a unit in the development, and may include the developer while units are unsold.

Can tenants vote in board elections?

Only if the governing documents allow it, and only for a "voting-eligible tenant" as defined in 45:22A-23. A tenant's vote replaces the owner's vote for that unit, not adds to it.

How often must elections be held?

As the governing documents provide. If they set no interval, every two years. A board term may not exceed 4 years in a community of 50 or more units.

How can owners force an election?

If no compliant election has been held in two or more years, a petition signed by 25 percent or more of members in good standing (and at least a quorum's worth) delivered to a current board member requires an election within 90 days.

Can an owner who owes money vote?

The bylaws may limit voting to members in good standing, and the statute defines good standing by payment status, with exceptions for settlement agreements and pending disputes over the charges.

Can a proxy be used?

Yes, but absentee ballots must also be available, and the proxy must carry the voluntary and revocable notice.

Can the board fill a vacancy by appointment?

In developments of 50 or more units, the board may fill a vacancy caused by resignation, death, failure to keep a reasonable qualification such as good standing, or a removal vote open to all members. Outside that, board positions must be filled by election.

Where This Comes From

We read the Revised Statutes text of N.J.S.A. 45:22A-43, 45:22A-45.1, 45:22A-45.2 and 45:22A-23, and the chaptered text of P.L.2017, c.106 (Senate No. 2492, Fourth Reprint), available at pub.njleg.gov.

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Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed New Jersey attorney before acting.