Governing Documents

The hierarchy that decides every argument

Almost every governing-document dispute on a board is really a ranking question: which document controls when two of them point in different directions? Federal law controls state law, state law controls the declaration, the declaration controls the articles of incorporation, the articles control the bylaws, and the bylaws control anything the board adopts on its own, meaning rules, resolutions, and policies. A document lower in that stack cannot lawfully do what a document higher up forbids or requires otherwise, no matter how recently the lower one was adopted.

"It's important to note that conflicts or inconsistencies between these documents are resolved by giving precedence to the higher-ranking document."

Source: Understanding the Hierarchy of Governing Documents in a Community Association, Community Association Management (CAMS)

See Understanding the hierarchy of HOA documents for how each layer fits together, and What happens when documents conflict? for how a specific conflict actually gets resolved.

The declaration is not like the others

Of the four core documents, only the declaration (also called the CC&Rs, for covenants, conditions, and restrictions) is recorded against the property itself rather than just held by the association. That difference matters: a recorded covenant binds whoever owns the lot next, automatically, whether or not that owner personally signed anything.

"Sometimes, covenants are not part of a recorded declaration of conditions and restrictions. Instead, property owners who are neighbors sign them. In this case, they are still binding."

Source: Covenants, Conditions, and Restrictions, FindLaw

Bylaws, by contrast, govern how the corporation runs itself, not what an owner may do with their property. Start with Declaration / CC&Rs explained and Bylaws explained to see the two side by side.

What boards get wrong most often

Three beliefs cause more governing-document trouble than anything else on a board:

"Robert's Rules automatically governs our meetings." It only governs if the bylaws themselves adopt it as the parliamentary authority. Absent that adoption, it has no legal force over the board. See Bylaws explained.

"A board resolution or policy can change what the CC&Rs require." It cannot. Both sit below the declaration in the hierarchy, so a conflicting resolution or policy is unenforceable to the extent of the conflict. See Rules versus amendments.

"Amending the declaration just takes a board vote, like a rule does." Declarations are typically amended by a vote of the owners at a statutory or document-stated threshold, not by the board alone. See Amendment procedures and Voting thresholds for amendments.