Skip to content
The board's day to day toolsLesson 7 of 26

Academy/Governing Documents

Board resolutions explained

What a resolution can do, and what it can't.

A board resolution is the written record of one specific board decision, such as approving a vendor contract, setting a meeting date, or authorizing an expense. It sits at the bottom of the governing document hierarchy. A resolution can implement what the declaration and bylaws already allow, but it cannot override, contradict, or replace either one.

01

What a resolution actually is

A board resolution is the tool your board uses to formalize one decision, not an ongoing rule. Approving a landscaping contract, setting the date of the annual meeting, or authorizing a specific repair are typical resolutions. Boards commonly use the words rule, policy, guideline, and resolution to describe related but distinct tools: a rule regulates ongoing conduct or use of property, a policy states an ongoing board position, and a resolution documents a single decision. A resolution does not change anything in the declaration or bylaws to be valid, it just needs to fall within what those documents already permit the board to do.

02

Where a resolution sits in the hierarchy

Every governing document ranks somewhere in a hierarchy, and a resolution sits at the bottom of it, alongside rules and policies. Federal and state law come first, then the declaration (CC&Rs), then the articles of incorporation, then the bylaws. A resolution that conflicts with anything higher in that stack is unenforceable to the extent of the conflict, no matter how recently the board passed it or how sensible it seemed at the time.

"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)

03

Resolution, rule, or policy: how to tell them apart

A rule usually governs ongoing conduct, like quiet hours or parking. A policy usually states an ongoing board position, like how the board applies a fine schedule. A resolution documents one decision and does not, on its own, create an ongoing rule for anyone else to follow. Whether your association treats these as formally distinct categories, each with its own required vote or notice, varies by state and by your own bylaws. Check your bylaws' definitions and adoption procedures before relying on the label alone.

Check yourself

Answer before you read the explanation, recalling it is what makes it stick.

The board wants to document its decision to hire a new landscaping company for this season only. Which tool fits that job?

A resolution passed last month sets a fee that contradicts the amount stated in the declaration. Which one controls?

The board wants to permanently ban short term rentals across the community. Can a board resolution alone do this?

Sources

Related elsewhere in the Academy

Governing Documents

Next, learn how a rule differs from an amendment, and when your board needs one instead of the other.

Whether resolution, policy, rule, and guideline are formally defined terms with distinct adoption procedures varies by state and by your own bylaws. Confirm the definitions and required vote in your governing documents before treating a label as decisive.