Overview

In California HOAs, the term “censure” is often used to describe a formal reprimand of a director by the rest of the HOA board. Unlike removal from office (such as in a formal recall), which may require member action or compliance with specific statutory procedures, censure is typically a board-level action intended to express disapproval of a director’s conduct. It does not, by itself, strip a director of voting rights, remove the director from the board, or eliminate the director’s fiduciary obligations. Instead, it functions as a governance tool that can carry reputational and political consequences.

In good HOAs, censure can serve a limited and legitimate purpose. Provided that the censure is consistent with the HOA’s governing documents and applicable law, a good HOA board may use it as a tool to address a director’s conduct that violates board-adopted policies, disrupts legitimate HOA governance, or undermines the HOA’s interests. Even then, the board’s authority is not unlimited. Any action taken against a censured director must fall within the powers granted by the CC&Rs and bylaws, must not conflict with statutory protections, and must respect the director’s role as an elected fiduciary of the membership.

At the same time, censure can be, and often is, misused by bad HOAs. In some associations, bad HOAs weaponize the censure process to silence dissenting directors, retaliate against those who question bad directors or managers, or raise concerns about questionable practices, including those related to financial abuses. In fact, one of the most common tactics that bad HOAs rely on in misusing the censure process is to create a false public record that paints a reform-minded director as disruptive or unethical. When censure becomes a political tool rather than a governance mechanism, the issue shifts from board discipline to abuse of authority.

This Fact Sheet explains what censure is, the limits on an HOA board’s power to reprimand one of its own directors, and how the process can be misused by bad HOAs to target good directors who challenge questionable conduct from bad HOA directors.

Key Points

Censure is a limited governance tool. It is not removal, not suspension, and not a statutory disciplinary action under the Davis–Stirling Act. Before evaluating whether an HOA board is acting properly, homeowners must understand exactly what a censure is, and implicitly, what it’s not.

• A censure is a formal reprimand of a director for alleged misconduct. A censure is typically adopted by motion and vote of the other directors. It expresses disapproval and must be recorded in the minutes, along with the stated reasons. It may be imposed immediately if misconduct occurs during a meeting, or after a properly noticed hearing if the alleged conduct occurred outside of a meeting.
• A censure does not remove a director from the board. A censure is not a disciplinary measure (despite the fact that it can result in a hearing when the misconduct occurred outside of a meeting). Because a censure is not a form of discipline, a censured director remains a sitting director. The director continues to attend meetings, participate in discussions, make motions, second motions, and vote on board business. And the rest of the board cannot prevent that reprimanded director from doing any of those things. Nor can the board exclude that director from internal emails or HOA-related communications.
  • A censure does not prohibit the director from voting, including on the motion to censure. Civil Code 5350(b) defines specific conflicts of interest that preclude a director from voting. A censure is not listed among those statutory conflicts. Because a censure is not a disciplinary action and does not create a statutory conflict of interest, the director who is the subject of the motion may attend the meeting, participate in discussion, and vote.
  • A censure is not a substitute for removal. If a majority of the board disagrees with a director’s policy positions or reform efforts, the proper remedy is not to weaponize censure as a backdoor removal mechanism.
• A censure is different from removal from an officer position. Directors (i.e., board members) are elected by the members of the HOA (or in some cases, appointed by the board to fill a position left vacant from a departing board member). Officers, on the other hand, such as President, Treasurer, or Secretary, serve at the pleasure of the board. The board may remove a director from an officer role at any time. But even that action does not remove the censured director from the board itself. The person remains a director unless properly removed through statutory procedures.
• A censure is different from removal from the board. Removal from the board requires compliance with specific statutory mechanisms. A board generally cannot remove an elected director simply by vote of the other directors unless a statutory disqualification exists or by order of a court. For example:
  • Directors may be declared unqualified only in limited statutory circumstances. Under the Corporations Code and the Davis–Stirling Act, an HOA board may declare a seat vacant if the director no longer meets qualifications that were in effect at the beginning of the term, ceases to be a member, becomes delinquent in assessments without curing the delinquency, becomes disqualified under specific co-owner provisions, or fails to meet other enumerated statutory criteria.
  • Courts may remove a director only for defined statutory reasons. A court may remove a director for fraudulent or dishonest acts, gross abuse of authority, or certain breaches of fiduciary duty. Courts do not, however, remove directors simply because other directors disagree with them.
• Members may remove a director through recall, with or without cause. The membership has the power to remove a director through a properly conducted recall election. That authority rests with the members, not with the board acting alone. If you’d like more information on how recalls and recall petitions in California HOAs work, tune into an episode of my podcast, HOA HELL, titled “How to Recall Your HOA Board in California: Legal Process, Signature Rules, and Strategic Tips.” You can also read my in-depth article, “HOA Recalls in California: The Power to Remove Your HOA Board,” or any of the several more brief Fact Sheets that I’ve written on the topic, such as “HOA Recalls in California: How Homeowners Can Remove Their HOA Board.” 
• Bad HOAs often weaponize censure to retaliate against good directors. Bad HOAs, which often have entrenched boards who have become used to doing things however they want to, frequently use censure to publicly reprimand dissenting directors as disruptive, unethical, or disloyal. Their goal in doing that is never legitimate HOA governance, but rather intimidation. For example:
  • Weaponized censure may be used to create a paper trail against reform-minded directors. A public reprimand in the minutes can be used to damage credibility, influence future elections, or discourage whistleblowing.
  • Weaponized censure may accompany efforts to isolate or marginalize a director. While the censured director retains full voting rights, bad HOA boards will often exclude the director from informal communications, committees, or leadership roles to weaken influence.
• Such efforts are illegal because censure cannot lawfully be used to silence lawful disagreement. Directors have fiduciary duties to the association, not to a faction of the board. Raising concerns about financial practices, vendor contracts, or governance procedures does not constitute misconduct simply because it is inconvenient or challenges the fiefdoms created by the entrenched directors in power.
• Censure must remain within the board’s authority under the governing documents and applicable law. If a censure attempts to impose penalties, restrict voting, bar attendance, or otherwise impair the statutory rights of a director, it exceeds the lawful scope of censure and will almost certainly be struck down by a court.
• If a censure crosses the line into retaliation or abuse of authority, the reprimanded director has legal remedies. When censure is used as a pretext to chill speech, punish lawful conduct, or interfere with fiduciary duties, the issue has escalated beyond internal politics, and an HOA could be held liable to any victimized director.

Taken together, these principles make clear that censure is a narrow governance tool. It expresses disapproval. It does not remove, suspend, silence, or disqualify. When used properly, it may address genuine misconduct. When used improperly, it becomes another tactic bad HOAs use to consolidate control and suppress homeowner inquiries. If you’re concerned that your bad HOA is weaponizing censure to protect bad governance, call the expert HOA attorneys at MBK Chapman. We are California’s #1 law firm when it comes to setting bad HOAs straight.

FAQs

About MBK Chapman Fact Sheets

Homeowners searching for answers online will often come across articles that appear authoritative, but are actually written as search-engine marketing content rather than by an experienced HOA lawyer. These pieces tend to prioritize keyword density over clarity, accuracy, or legal context, which often leaves homeowners more confused than informed.

At MBK Chapman, our Fact Sheets are part of our HOA Law Library and are written by Michael Kushner, an HOA lawyer with decades of hands-on experience representing California homeowners. In fact, Michael Kushner is the HOA lawyer who pioneered the systems and strategies used by some of California’s most successful homeowner-side HOA law firms.

Each Fact Sheet is deliberately concise, statute-based, and designed as a quick-reference guide to help homeowners understand key HOA laws and enforcement rules at a glance.

AND DON’T FORGET TO TUNE INTO MY PODCAST, HOA HELL

YOU CAN ALSO ORDER MY GROUNDBREAKING BOOK

HOA HELL | California Homeowners’ Definitive Guide to Beating Bad HOAs

Amazon  |  Barnes & Noble