Tennessee 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.
Tennessee 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 Tennessee'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.
The Dillo-DownPsst… here's what this actually means…
Tennessee's HOA laws cover narrow topics like flags and rentals, not the board. Incorporated HOAs follow the Tennessee Nonprofit Corporation Act.
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.
Tennessee — Officer RequirementsGeneral corporate law
If the association is incorporated as a nonprofit, it must have a president and a secretary; other officers are those described in the bylaws or designated by the board. The board elects or appoints officers unless the charter or bylaws say otherwise. One person may hold more than one office, except that the president and secretary must be different people. One officer must handle minutes and records.
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 Tennessee.
Tennessee — Minimum Board SizeGeneral corporate law
If the association is incorporated as a nonprofit, at least 3 directors. The charter or bylaws set the exact number and can change it, but never below 3.
Tennessee — Owner/Member RequirementGeneral corporate law
If the association is incorporated as a nonprofit, directors do not have to be members or live in Tennessee unless the charter or bylaws require it.
Tennessee — Other Eligibility Rules
Directors must be natural persons (people, not companies). The charter or bylaws may set other 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 Tennessee.
Tennessee — Term LimitsGeneral corporate law
If the association is incorporated as a nonprofit, director terms may not exceed 5 years, except for designated or appointed directors. If the charter or bylaws set no term, it is 1 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.
Tennessee — Conflict-of-Interest RuleGeneral corporate law
If the association is incorporated as a nonprofit, a transaction in which a director or officer has a conflicting interest (including through a spouse, close relative, or someone living in the same home) cannot be challenged on that ground if (1) after required disclosure, a majority (and at least two) of the qualified directors who vote approve it, deliberating without the other directors; (2) the members approve it as the act provides; (3) it was fair to the association; or (4) the attorney general or a court approves it.
Dillo ExplainsIn everyday terms…
Tennessee casts a wide net: a conflict can come through a spouse, a close relative, or anyone living in the director's home, not just the director personally.
⚠ 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 | Tennessee has a few narrow laws written for homeowners associations (Tenn. Code Title 66, Chapter 27, Parts 6 to 10), covering topics such as flags, rentals, crime reports in large gated subdivisions, fidelity bonds starting January 1, 2027, and EV charging. None of them sets board composition rules. If the association is incorporated as a nonprofit, the Tennessee Nonprofit Corporation Act (Tenn. Code Title 48, Chapters 51 to 68) applies. |
| Minimum board size General corporate law | If the association is incorporated as a nonprofit, at least 3 directors. The charter or bylaws set the exact number and can change it, but never below 3. |
| Owner/member requirement General corporate law | If the association is incorporated as a nonprofit, directors do not have to be members or live in Tennessee unless the charter or bylaws require it. |
| Other eligibility rules | Directors must be natural persons (people, not companies). The charter or bylaws may set other qualifications. |
| Officer requirements General corporate law | If the association is incorporated as a nonprofit, it must have a president and a secretary; other officers are those described in the bylaws or designated by the board. The board elects or appoints officers unless the charter or bylaws say otherwise. One person may hold more than one office, except that the president and secretary must be different people. One officer must handle minutes and records. |
| Max individual term General corporate law | If the association is incorporated as a nonprofit, director terms may not exceed 5 years, except for designated or appointed directors. If the charter or bylaws set no term, it is 1 year. A director keeps serving after the term ends until a successor takes office. |
| Consecutive-term limit | The nonprofit act allows directors to be elected for successive terms. |
| Conflict-of-interest disclosure General corporate law | If the association is incorporated as a nonprofit, a transaction in which a director or officer has a conflicting interest (including through a spouse, close relative, or someone living in the same home) cannot be challenged on that ground if (1) after required disclosure, a majority (and at least two) of the qualified directors who vote approve it, deliberating without the other directors; (2) the members approve it as the act provides; (3) it was fair to the association; or (4) the attorney general or a court approves it. |
| Citation | Tenn. Code Ann. §§ 48-58-102; 48-58-103; 48-58-105; 48-58-401; 48-58-701 to 48-58-703 |
Read the law
What Tennessee's law actually says about board composition, in its own words, with links to the full text where available:
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Tenn. Code Ann. § 48-58-103(a)
secondary source
- Minimum Board Size: “A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws.”
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Tenn. Code Ann. § 48-58-103(b)
secondary source
- Minimum Board Size: “The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time”
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Tenn. Code Ann. § 48-58-102
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- Owner/Member Eligibility Requirement: “A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe.”
- Additional Eligibility Rules: “All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors.”
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Tenn. Code Ann. § 48-58-401(a)
secondary source
- Required Officer Positions: “every corporation shall have a president and a secretary. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.”
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Tenn. Code Ann. § 48-58-401(c)
secondary source
- Required Officer Positions: “The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.”
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Tenn. Code Ann. § 48-58-401(d)
secondary source
- Required Officer Positions: “The same individual may simultaneously hold more than one (1) office in a corporation, except the offices of president and secretary.”
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Tenn. Code Ann. § 48-58-105(a)
secondary source
- Maximum Individual Term: “Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year.”
- Consecutive Term Limit: “Directors may be elected for successive terms.”
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Tenn. Code Ann. § 48-58-105(d)
secondary source
- Maximum Individual Term: “Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies”
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Tenn. Code Ann. § 48-58-703(a)
secondary source
- Conflict of Interest Rule: “authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure”
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Tenn. Code Ann. § 48-58-703(a)(1)
secondary source
- Conflict of Interest Rule: “The qualified directors have deliberated and voted without the participation by any other director”
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Tenn. Code Ann. § 48-58-702(b)(3)
secondary source
- Conflict of Interest Rule: “The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation”
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Tenn. Code Ann. § 48-58-702(b)(4)
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- Conflict of Interest Rule: “Approval of the transaction is obtained from: (A) The attorney general and reporter; or (B) A court of record having equity jurisdiction”
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Tenn. Code Ann. § 48-58-701(7)
secondary source
- Conflict of Interest Rule: “The director's or officer's spouse”
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Tenn. Code Ann. § 48-58-701(7)(C)
secondary source
- Conflict of Interest Rule: “An individual living in the same home as the director or officer”
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 →Tennessee — 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.