What should an HOA board do when a board member dies in office?

By OurHOA · General information · Revised October 18, 2026

The first 30 days after an HOA director dies: bank signers and logins, records at the home, the condolence note, filling the seat, and officer filings.

Part of the HOA board handbook: running the board.

The short answer

When a director dies, the seat is vacant, and the remaining board keeps running the association. Nothing stops because of the death. The work in the first month falls into five jobs, in roughly this order: tell the community with care, secure the money and the logins the director held, get association property back from the home without pressuring the family, fill the seat at a noticed meeting under your bylaws and state law, and update the bank, the IRS and the state if the director was an officer or a named contact. Most of these jobs are small. The ones that cause real trouble are the ones nobody owns, so assign each to a named director at the first board conversation after the news. This guide is general education, not legal advice. Rules differ by state and by your own declaration and bylaws, and the bylaws section on vacancies is the first page to read.

The first week: the family and the community

Let the president or the director who knew the person best make the first contact with the family, and keep it to condolences. Do not mention keys, laptops or bank cards in that call. Those can wait a week or two, and the family will remember how the association treated them. Send flowers or a card from the board if that fits your community, and pay for it personally rather than from association funds unless your budget or a past board vote covers it. Before telling owners, ask the family whether they are comfortable with a notice and what they want said. A short message works best. You can adapt this: "With great sadness, the board shares that [name], who served as [role] since [year], died on [date]. [Name] gave many volunteer hours to this community, and we are grateful. The family has asked that [any wishes, such as privacy or a memorial donation]. The board will continue to handle association business, and owners can reach us at [role email]." Leave out the cause of death and anything the family did not approve.

Secure the money and the logins

If the director was a bank signer, the association still has to pay its bills, and the other signers should keep doing that. Within the first week, have a surviving officer call the bank, report the death, and ask what the bank needs to remove the signer. Most banks want a board resolution naming the current signers and a copy of the minutes or a certification from the secretary. Do the same with the payment processor or lockbox. Then go through the account inventory. Any login that only the deceased director could open is a problem to fix now, not later. That means online banking, the accounting file, the association email, the website and domain registrar, the password manager, and any account that sends two-factor codes to their personal phone. Use each provider's official recovery process and a board resolution where one is asked for. Do not ask the family for the director's personal passwords or try to sign in as the director. If debit cards or a checkbook were kept at the home, ask the bank to cancel the cards and note the last check number used. Our guide on board email and shared accounts covers how to set up role-based access so the next transition is easier.

Getting association property back from the home

After a week or two, write to the family or the executor with a short list of what belongs to the association. Typical items are keys and gate remotes, pool or clubhouse fobs, a laptop or tablet bought with association money, binders of minutes or architectural files, the checkbook, and any storage unit key. Offer to pick things up at a time that suits them, and send two directors so nobody is alone with the family's belongings. A sample letter: "We are sorry for your loss. When you are ready, the association would be grateful for the return of a few items [name] kept for the board: [list]. We are happy to collect them at a time that works for you, and there is no rush on our side beyond the checkbook and keys." Records on a personal computer or in a personal email account are harder. Ask whether the family will let a director copy association files from the device in their presence, or forward association emails to the board address. If they say no, rebuild from the bank, the CPA, vendors and your own copies. Record what you received and what is still missing, and add it to the board's records.

Filling the seat

In most communities the remaining directors appoint a replacement, who serves out the rest of the term. Check your bylaws first, because some reserve vacancies to the owners. In Texas, Property Code section 209.00593(a) lets the board appoint someone to fill a vacancy for the remainder of the unexpired term, and section 209.0051(h) requires the vote on filling a vacancy to happen at an open, noticed meeting. Texas condominiums follow Property Code section 82.103(b), which also lets the board fill a vacancy for the unexpired portion of the term. In Florida, section 720.306(9)(c) lets a majority of the remaining directors fill the seat, even if they are less than a quorum, unless the bylaws say otherwise, and the board may hold an election instead. Florida condominiums have a parallel rule in section 718.112(2)(d)10. In Colorado, C.R.S. 38-33.3-303(3)(a) lets the executive board fill vacancies for the unexpired portion of the term, and the nonprofit act, C.R.S. 7-128-110, sets defaults where the bylaws are silent. There is usually no hard deadline, but a short board makes quorum fragile, so aim to fill the seat within 30 to 60 days. Announce the opening, invite owners to apply, and appoint at a noticed meeting. A sample motion: "I move that the board appoint [name], an owner in good standing, to fill the board seat left vacant by the death of [name], for the remainder of the term ending at the [year] annual meeting." Our guide on how to fill an HOA board vacancy covers special elections and the cases where owners, not the board, fill the seat.

If the director was an officer

A director seat and an officer post are separate. If the deceased director was president, treasurer or secretary, the board also has to elect a new officer, usually by majority vote at a meeting. In Texas, that officer election is another vote section 209.0051(h) requires to happen in an open meeting. Then update the outside records that name officers. Florida nonprofits list directors and principal officers on the annual report under section 617.1622(1)(e), and the Division of Corporations accepts an amended annual report mid-year. The Sunbiz page lists the fee for a nonprofit at $61.25. Texas does not require a nonprofit to tell the Secretary of State about officer changes when they happen. Its nonprofit FAQ says so, and the state asks for a periodic report only when it sends a notice under Business Organizations Code section 22.357. Colorado's periodic report no longer lists directors or officers under C.R.S. 7-90-501, so the change only matters there if the deceased was the registered agent, which the report does list. If the director was the responsible party on the association's EIN, file IRS Form 8822-B. The IRS says changes in responsible parties must be reported within 60 days. Our guide on the new treasurer handoff covers the rest of the money side if the treasurer is the one who died.

A 30-day timeline

Days 1 to 3: president contacts the family with condolences only, the board agrees who owns each job, and the surviving signers keep paying bills. Days 3 to 7: notice to owners with the family's approval, call to the bank and payment processor, and a review of the account inventory for logins only the deceased director held. Days 7 to 14: account recovery through each provider, cancelled cards, and the letter to the family listing association property. Days 14 to 21: pickup of items with two directors present, a written list of what came back, and an announcement inviting owners to apply for the seat. Days 21 to 30: a noticed board meeting to appoint the new director and elect any new officer, followed by the signer resolution at the bank, Form 8822-B if needed, and the Florida amended annual report if the association is in Florida. If the new director is in Florida, section 720.3033(1)(a) gives elected and appointed HOA directors 90 days to submit the certificate or education proof, so put that date on the calendar the day they are seated.

Mistakes boards make

The most common mistake is waiting. A board can be kind to the family and still fix the bank signer in the first week, and leaving a deceased signer on the account invites fraud and delays every check. The second is pressing the family too early or too often. One letter, one pickup and a thank-you note is the right amount. The third is appointing a replacement by email or text because it feels awkward to hold a meeting. In Texas that vote has to happen in an open meeting, and in most states an email vote is open to challenge. The fourth is forgetting the seat's term. The appointee fills the remainder of the term, and the seat goes on the ballot at the next election that term reaches. The last is fixing the problem once and moving on. Use this moment to move every login to a role address with at least two directors on it, and to keep a short list of what each director holds at home. The next transition may be a resignation or a move, and the same list will save the board weeks.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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