Don’t Overlook the “Bylaws” When Reviewing HOA Governing Documents

There are multiple documents that collectively comprise the governing documents for a homeowners association. Those documents typically consist of: (i) Articles of Incorporation (ii) Bylaws; (iii) Declaration / Conditions, Covenants and Restrictions (“CC&Rs); and (iv) Rules and Policies.

The normal everyday operations of a homeowners association involves actions and activities that are covered by provisions that are contained in the association’s bylaws. The bylaws are an internal corporate document that is adopted when the association is formed and which contains provisions the specify details on how the association is to be operated. In reality, the association’s bylaws are mandatory rules that create a road map as to how the association is required to function and action that is taken by an association that is not in accordance with the provisions contained in the bylaws is subject to being set aside when challenged. The content of an association’s bylaws typically includes such topics as:

• Definitions

• Location of Principal Office

• Membership

• Membership Voting

• Membership Meetings

• Membership Rights

• Board of Directors

• Meetings of the Board of Directors

• Duties and Powers of the Board

• Committees

• Officers

• Member Assessment Obligations and Association Finances

• Other Required Reports and Disclosures to Members

• Inspection of Books and Records

• Manager

• Indemnification

Notwithstanding the importance of homeowners association members, officers, directors, and management personnel being familiar with the content of the association’s bylaws and conducting themselves in a manner that is in accordance with the provisions contained in the bylaws, it is commonplace for them to be overlooked or disregarded in many respects. Unlike state statutes and the association’s CC&Rs, which are routinely researched when looking for answers to questions, the association’s bylaws are frequently mistakenly neglected.

All owners of separate interests that are part of a homeowners association and those who volunteer their services as directors, officers, and committee members, in addition to all management personnel for homeowners associations, should have an general understanding of the topics that are covered in their association’s bylaws and have a readily accessible copy of the bylaws available for review in conjunction with other governing documents, such as the CC&Rs, when there are questions concerning the association’s business operations that are being addressed.