Indiana HOA Board Roles & Responsibilities
What each board position actually does, how many people you need, and how to keep a volunteer board functioning as members rotate out year after year — including where board composition is actually set by state law versus your own bylaws.
Indiana at a Glance
Most HOA boards have three to five members, elected by the membership for terms set in the bylaws — often one to two years, frequently staggered so the entire board doesn't turn over at once. Your specific bylaws define much of the exact structure, but in some states, part of that structure — minimum board size, owner-eligibility, or officer requirements — is actually set by statute, not left to the association to decide.
⚠ Common mistake: Assuming Indiana's minimum board size comes from HOA law. It comes from general nonprofit corporation law, which applies only if your association is incorporated as a nonprofit, so check your articles of incorporation.
Dillo ExplainsHere's the short version…
Indiana's HOA law covers budgets, meetings, and voting, but not who sits on the board. If your HOA is incorporated, Indiana's nonprofit law fills that gap: at least 3 directors and terms of up to 5 years.
President
Runs board meetings, is usually the primary point of contact with homeowners and outside parties (attorneys, vendors, the county), and typically has authority to sign on the association's behalf for routine matters. The president does not unilaterally make board decisions — actions still require a board vote — but does set the agenda and keep meetings moving.
Secretary
Keeps official records: meeting minutes, the membership roll, and official correspondence. In a self-managed HOA, the secretary is often the person who ends up being the institutional memory of the association — the one who can answer "wait, when did we actually vote on that?" This role matters more than it sounds like it should, because undocumented decisions are one of the most common sources of later disputes.
Treasurer
Handles dues collection, financial reporting, and the annual budget process. Many associations require some form of annual budget, and increasingly a reserve study projecting future major expenses. The treasurer role is also the one most commonly outsourced even in an otherwise self-managed association — hiring an accountant or bookkeeper for the mechanics while the treasurer sets policy and reviews the numbers is common and often worth the cost.
Indiana — Officer RequirementsGeneral corporate law
If the association is incorporated as a nonprofit, it must have a president, a secretary, a treasurer, and any other officers the board appoints, unless the articles or bylaws say otherwise. One officer must be responsible for meeting minutes and authenticating records, and one person may hold more than one office.
Minimum board size and who can serve
Whether your association has a statutory floor on board size, and whether some or all of the directors must be owners, depends on your state. Where a rule exists, it usually comes from one of two places: a law written specifically for homeowners or condominium associations, or general nonprofit corporation law, which applies only because the association is incorporated as a nonprofit. The badge on each rule below shows which one applies in Indiana.
Indiana — Minimum Board SizeGeneral corporate law
If the association is incorporated as a nonprofit, at least 3 directors, with the number set by the articles or bylaws.
Indiana — Owner/Member RequirementBylaws/documents
Neither law requires directors to be members. If the association is incorporated as a nonprofit, the articles or bylaws may set qualifications.
Indiana — Other Eligibility Rules
If the association is incorporated as a nonprofit, directors must be individuals, and the articles or bylaws may set qualifications.
Term limits
Some states cap how long a single director term can run. A cap on one term is different from a limit on how many terms in a row someone can serve: a term cap alone doesn't stop a director from being re-elected. That takes a separate consecutive-term limit. Check both rows in the reference below for Indiana.
Indiana — Term LimitsGeneral corporate law
If the association is incorporated as a nonprofit, the articles or bylaws must set director terms, which may not exceed 5 years (except for designated or appointed directors); if none is set, the term is one year. A director keeps serving after the term ends until a successor takes office.
Conflict-of-interest disclosure
If a board member stands to personally benefit from a contract or decision the board is voting on, several states require a specific disclosure process before that vote can happen — not just a general "act in good faith" expectation. Some states wrote this rule directly into their HOA or condominium statute; others expressly import the state's general nonprofit corporation conflict-of-interest rules instead of creating a separate one.
Indiana — Conflict-of-Interest RuleGeneral corporate law
If the association is incorporated as a nonprofit, and unless its articles or bylaws say otherwise, a transaction in which a member, director, or officer has an interest is protected if the material facts are disclosed to or known by the board and a majority of the disinterested directors approve it in good faith (even if fewer than a quorum), if the voting members approve it after disclosure, or if it is fair to the association. Interested directors may be counted toward the quorum.
Here's the ArmadealioOkay, minus the legalese…
A deal with a board member isn't automatically invalid. It holds up if the facts are disclosed and the board members with no stake approve it, if the voting members approve it, or if it's fair to the association.
⚠ Common mistake: Treating a conflict of interest casually because "everyone already knows" a board member has a stake in a vendor contract. In states with a statutory disclosure requirement, informal awareness isn't the same as a documented disclosure — skipping the formal step can make the contract itself challengeable later, regardless of whether the board's decision was actually reasonable.
Additional roles on larger boards
Associations with five or more board members sometimes add a vice president (covers for the president, sometimes chairs a specific committee like ARC) and an at-large member with no fixed portfolio, available to take on whatever the board needs — chairing a violations committee, leading a specific project, or simply providing another vote and perspective.
Can one person hold two roles?
It depends mostly on your bylaws, and in some states on the statute itself. Very small associations sometimes explicitly allow combining roles out of necessity. Others prohibit certain combinations — most commonly, keeping treasurer separate from any role with check-signing authority, as a basic financial control. Check your specific bylaws, and the state reference below, before assuming either way.
The real challenge: surviving turnover
The hardest part of running a self-managed board usually isn't any single role — it's what happens when the person who understood how everything worked rotates off the board and nobody wrote it down. A self-managed HOA has no institutional memory beyond what the current board happens to remember or document. The associations that handle this well share one habit: they write things down as they happen, not from memory afterward — meeting minutes the same day, a violation logged when it's observed, a decision recorded the moment it's made.
State-by-State Quick Reference
Select your state below for its actual board-composition rules. Every field is tagged with where the rule comes from — a statute written for HOAs or condominiums, general nonprofit corporate law that happens to apply, or your own governing documents — because those aren't the same thing, even when the resulting number looks identical.
| Scope / governing statute | Indiana's Homeowners Association Act (IC 32-25.5) applies to homeowners associations established after June 30, 2009 that can impose mandatory dues, and to older associations whose members vote to be governed by it; certain sections apply to all homeowners associations. The act covers budgets, meetings, records, and member voting but does not set board size, eligibility, officer, term, or conflict rules. If the association is incorporated as a nonprofit, the Indiana Nonprofit Corporation Act (IC 23-17) applies. |
| Minimum board size General corporate law | If the association is incorporated as a nonprofit, at least 3 directors, with the number set by the articles or bylaws. |
| Owner/member requirement Bylaws/documents | Neither law requires directors to be members. If the association is incorporated as a nonprofit, the articles or bylaws may set qualifications. |
| Other eligibility rules | If the association is incorporated as a nonprofit, directors must be individuals, and the articles or bylaws may set qualifications. |
| Officer requirements General corporate law | If the association is incorporated as a nonprofit, it must have a president, a secretary, a treasurer, and any other officers the board appoints, unless the articles or bylaws say otherwise. One officer must be responsible for meeting minutes and authenticating records, and one person may hold more than one office. |
| Max individual term General corporate law | If the association is incorporated as a nonprofit, the articles or bylaws must set director terms, which may not exceed 5 years (except for designated or appointed directors); if none is set, the term is one year. A director keeps serving after the term ends until a successor takes office. |
| Consecutive-term limit | If the association is incorporated as a nonprofit, directors may be elected for successive terms. |
| Conflict-of-interest disclosure General corporate law | If the association is incorporated as a nonprofit, and unless its articles or bylaws say otherwise, a transaction in which a member, director, or officer has an interest is protected if the material facts are disclosed to or known by the board and a majority of the disinterested directors approve it in good faith (even if fewer than a quorum), if the voting members approve it after disclosure, or if it is fair to the association. Interested directors may be counted toward the quorum. |
| Citation | IC 32-25.5-1-1; 32-25.5-3-4; IC 23-17-12-2; 23-17-12-3; 23-17-12-5; 23-17-13-2.5; 23-17-14-1 |
Read the law
What Indiana's law actually says about board composition, in its own words, with links to the full text where available:
-
IC 32-25.5-1-1(a)(1)
secondary source
- Governing Statute / Scope: “A homeowners association established after June 30, 2009, that is authorized to impose mandatory dues on the homeowners association's members.”
-
IC 32-25.5-1-1(a)(2)(A)
secondary source
- Governing Statute / Scope: “if a majority of the members of the homeowners association elect to be governed by this article”
-
IC 23-17-12-3(a)
- Minimum Board Size: “A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with articles of incorporation or bylaws.”
-
IC 23-17-12-2(b)
- Owner/Member Eligibility Requirement: “Articles of incorporation or bylaws may prescribe qualifications for directors.”
-
IC 23-17-12-2
- Additional Eligibility Rules: “A director must be an individual.”
-
IC 23-17-14-1
secondary source
- Required Officer Positions: “Unless otherwise provided in articles of incorporation or bylaws, a corporation must have a president, a secretary, a treasurer, and other officers appointed by the board of directors.”
- Required Officer Positions: “An individual may simultaneously hold more than one (1) office in a corporation.”
-
IC 23-17-12-5(a)
- Maximum Individual Term: “Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year.”
- Consecutive Term Limit: “Directors may be elected for successive terms.”
-
IC 23-17-13-2.5(c)(1)
secondary source
- Conflict of Interest Rule: “board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even if the disinterested directors are less than a quorum”
-
IC 23-17-13-2.5(c)(3)
secondary source
- Conflict of Interest Rule: “The contract or transaction is fair as to the corporation at the time the contract or transaction is authorized, approved, or ratified by the board of directors or the members.”
-
IC 23-17-13-2.5(d)
secondary source
- Conflict of Interest Rule: “Common or interested directors may be counted in determining the presence of a quorum”
Making the transition easier
Formtabulous keeps your association's records — elections, violations, ARC requests, homeowner communication — in one place that survives board turnover, instead of scattered across whoever's personal inbox happened to handle it.
See how it works →Indiana — Common Questions
This article is general information about how HOA boards typically operate and is not legal advice. The specific roles, terms, and requirements for your association are set by your bylaws and, in some states, statute — consult the governing documents and, where needed, a qualified attorney for your specific situation.