Understanding the hierarchy of HOA documents

The order, top to bottom

Federal law sits at the top. Below it is state law, usually a common-interest-ownership statute or a nonprofit corporation statute, which sets the floor and fills in gaps your documents leave open. Below state law come the association's own four documents, ranked in this order: the declaration (also called the CC&Rs), because it creates and restricts property rights and binds every owner; the articles of incorporation, because they create the association as a legal entity; the bylaws, which govern how that entity runs its own meetings and elections; and last, rules, resolutions, and policies, because those are the board's own creations.

A trade-body source describing this structure puts it plainly.

"State laws generally establish the foundation for the legal framework within which associations operate."

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

Rank beats recency

The most common mistake a new board makes is assuming the newest document wins, the way a later contract amendment might. It does not work that way here. A board resolution passed last week still loses to a declaration provision recorded twenty years ago, because rank in the hierarchy controls, not the date something was adopted.

"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)

That is also why a board cannot use a rule, a policy, or a resolution to accomplish what an amendment would require. If a rule contradicts the CC&Rs, the CC&Rs win, and the rule is unenforceable to the extent of the conflict, regardless of how recently or how carefully the board adopted it.

Federal and state law sit above everything the association writes

No governing document, however old or however carefully drafted, can lawfully override federal law. Courts have refused to enforce racially restrictive covenants since Shelley v. Kraemer in 1948, and federal fair housing law independently bars enforcing that kind of restriction today, whether or not anyone has taken the extra step of striking the language from the recorded document.

Whether your state has adopted a common-interest-ownership statute at all, and what that statute requires when your own documents are silent, varies by state. Some states, like California, have detailed statutory rules on specific topics such as architectural review; others leave more to the declaration itself. Check your own state's statute rather than assuming another state's rule applies to you.

Using the hierarchy when documents disagree

When you hit a conflict, work down the stack, not across it. Start with the declaration: it almost always wins. Then check whether the articles or bylaws address the same point without contradicting it. Only then look at rules, resolutions, and policies, and treat anything there as void the moment it conflicts with what sits above it. A genuine ambiguity between two documents at the same level, or between statute and declaration, is a question for the board's attorney, not a guess at the table.