Articles of incorporation explained

What articles of incorporation actually do

Your association did not come into legal existence just because a group of homeowners agreed to form one. It became a corporation the moment its articles of incorporation were filed with the state. That is a legally distinct document from your declaration (CC&Rs) and your bylaws, even though all three get lumped together as "governing documents."

The declaration creates and restricts property rights across the whole community, and it is recorded against the land. The bylaws govern how the corporation runs itself day to day: board elections, meetings, officer duties. The articles of incorporation do something different again: they create the corporation itself, the legal entity that can hold the common areas, sign contracts, and be sued or sue in its own name.

"The articles of incorporation are the foundational document that creates the legal structure of the organization."

Source: Decoding HOA Governing Documents: The Articles of Incorporation, Goodwin and Company

What is typically inside

Articles of incorporation are usually short, and they cover the corporate basics rather than anything about how the community is run day to day:

• The corporation's legal name, typically including the words "Homeowners Association" or "HOA"
• Its purpose, usually the management and maintenance of common areas
• Its principal office address and the state of incorporation
• The number of seats on the board
• The powers granted to it by the state
• The conditions under which the association may be dissolved or terminated

None of that touches what owners can build in a side yard or how many votes it takes to change the declaration. That is what the declaration and bylaws are for.

Where it fits in the document hierarchy

Federal and state law sit above everything your association writes for itself. Below that, the ranking commonly runs declaration first, then articles of incorporation, then bylaws, then rules and resolutions. A bylaw or rule provision that conflicts with the articles is unenforceable to the extent of the conflict, no matter which one the board adopted more recently.

Most HOAs form as nonprofit corporations under their state's corporation statute, and that statute is what actually sets the required and optional contents of the articles. Every state's nonprofit corporation statute is different, and a few states layer a dedicated common interest community statute on top. Check your state's corporation statute, or your own filed articles, for what is actually required.