Board Fundamentals · Governing Documents

The Governing Documents of a Community Association: A Complete Guide

Every association is run by a stack of paper. Some of it your community wrote; some of it sits above your community and cannot be touched. This guide walks the entire stack in hierarchy order, names what each document does, and shows — through a real-world question for each — how to find the answer to "can the board do this?" before you act.

The Bottom Line

A community association is governed by two kinds of authority, and confusing them is how boards talk past each other. Above your community sits external authority you did not write and cannot change — federal law and state statute. Below that sits the stack of paper your own community produced: the Declaration, the Articles of Incorporation, the recorded Plat or Map, the Bylaws, the Rules and Regulations, and the board’s Resolutions. Six documents, in a fixed order, each answering a different category of question. The single rule that governs all of them is that higher always wins: a bylaw cannot contradict the Declaration, a rule cannot contradict the bylaws or statute, and a resolution cannot rewrite the rules. When any restriction is contested — any fence, any fine, any short-term rental — the diagnostic CIC-SC teaches is one question: where does this come from? This guide gives you the map to answer it.

Two Hierarchies, Not One

Before the documents, the distinction. There are two hierarchies running your neighborhood, and a board that blurs them will reach the wrong answer with confidence.

The first is the hierarchy of governance. Federal law sits above state law, and all of it sits above your governing documents. Your Declaration cannot authorize what the Fair Housing Act forbids, no matter how clearly it is written, because the higher authority wins. This is external authority. Your community did not draft it, cannot amend it, and cannot vote it away. It is the ceiling.

The second is the hierarchy of the governing documents themselves — the stack of paper your community produced. Higher beats lower, every time. A document lower in the stack cannot conflict with or change a document above it. When two of your own documents disagree, the higher one prevails and the lower one has to be amended through its own proper process.

So the governing documents the community writes are only the bottom of a taller structure. Federal law and state statute sit above them but are not "governing documents" in the sense this guide uses the term — they are the external authority every document must obey. The diagram below shows the full structure: the ceiling first, then the six documents your community actually produces, in order.

Tiers 1–2 are external authority every document must obey. Tiers 3–8 are the documents the community itself produces. When any two disagree, the higher tier wins.

The Ceiling: External Authority That Sits Above Every Document

Four federal regimes show up most often in association practice, and none of them can be overridden by anything your community writes.

The Fair Housing Act (42 U.S.C. § 3601 et seq.) prohibits discrimination by protected class and requires reasonable accommodations and modifications — for example, allowing a service or assistance animal in a community whose Declaration imposes a no-pets rule. The Declaration loses. The Housing for Older Persons Act permits an age-restricted community to exclude households without a qualifying older resident, but only if the association meets the 80% occupancy test, publishes a written age-restriction policy, and verifies resident ages on a regular cycle. Internal Revenue Code § 528 governs most associations’ federal tax treatment via Form 1120-H. And the FCC’s Over-the-Air Reception Devices rule (47 C.F.R. § 1.4000) limits how an association can restrict satellite dishes and certain antennas, regardless of what the Declaration says.

Below federal law sits state statute. This is the layer that varies most by jurisdiction, and it is where the two parallel tracks below begin to diverge.

Texas

Texas does not regulate every association with one law. The general corporate statute is the Texas Business Organizations Code, Chapter 22 — the nonprofit-corporation law that governs how the association exists as a corporation: director duties (§§ 22.221, 22.235), member records (§ 22.351), indemnification, and corporate housekeeping. The specific community statute depends on the community type: residential subdivisions live under Property Code Chapter 209, the Residential Property Owners Protection Act; condominiums created in 1994 or later live under the Texas Uniform Condominium Act, Chapter 82 (§ 82.108 on board powers); and restrictive covenants are construed under Chapter 202, which directs courts to read covenants to give effect to their purpose and grants discretionary enforcement a presumption of reasonableness (§ 202.004). CIC-SC frames it as the front of the house and the back of the house: the Property Code tells the board what it may do; Chapter 22 tells it how to exist while doing it. The posture is never "pick one" — it is "comply with both."

Florida

Florida splits the same way. HOAs operate under Chapter 720 (§ 720.303 meetings and records, § 720.305 fines and the 14-day hearing, § 720.306 member votes and amendments). Condominiums operate under Chapter 718 (§ 718.112 bylaws, meetings, and budgets; § 718.303 fines and the hearing committee; § 718.112(2)(g) and § 553.899 on the post-Surfside Structural Integrity Reserve Study regime). As in Texas, the corporate housekeeping layer runs alongside the community statute, and both bind the board at once.

The Six Governing Documents, Walked in Order

Now the stack your community produced. For each document: one line on what it does, and one concrete scenario showing it in action — a homeowner does something, a question arises, and you have to know which document governs.

3 — The Declaration (CC&Rs): the constitution

The recorded master document. It creates the association, defines the property subject to the covenants, sets the use restrictions, and grants the association the authority to assess and to lien. It runs with the land: it binds every buyer at closing whether they read it or not. Amendments usually require a supermajority of the membership — typically 67% or 75% of the votes, depending on the document — and must be recorded in the county records to take effect.

Real-world question it answers: An owner wants to run a short-term rental, and the topic is hot in the community. Where does the authority to permit or prohibit it come from? The Declaration governs. If the Declaration is silent on leasing, the board generally cannot ban short-term rentals by board action alone — that change requires a membership vote and a recorded amendment. A "rule" banning leasing in a community whose Declaration explicitly permits leasing is usually unenforceable, because the board has no authority to amend the Declaration through a rule. The first place you look is the recorded master document, not the rule a previous board passed.

Condominiums carry an additional disclosure layer that flows from the Declaration. The developer must give the first purchaser of every unit a Public Offering Statement summarizing the budget, governing documents, warranties, and pending litigation. On resale, the seller is typically required to provide a resale certificate or condominium disclosure, drafted by the association with its manager — and the accuracy of those disclosures is a recurring point of management-company liability.

4 — The Articles of Incorporation: what the corporation legally is

Filed with the secretary of state. The Articles bring the corporation into legal existence, identify the registered agent, and confirm the nonprofit purpose. Most boards never look at them again after signing day — which is a mistake, because the Articles control whether the corporation is in good standing, a status that affects its right to bring suit, defend suit, and operate at all.

Real-world question it answers: A lawsuit is served on the association — at an address where the registered agent moved away in 2019. Nobody at the community ever sees it. The case ripens into a default judgment no one knew to fight. Where should that have been prevented? The Articles and the registered-agent designation govern. A stale registered agent is exactly how a suit gets served on a vacant address. A missed franchise filing or Public Information Report can forfeit the corporation’s privileges — and during a forfeiture window, directors can become personally liable for debts the association takes on. CIC-SC recommends a ten-minute annual corporate-status check on the January agenda: pull the entity’s standing from the Secretary of State and the state tax authority, verify the registered agent is a current person at a current address, confirm the filings are current, and note the check in the minutes.

5 — The Recorded Plat or Map: what the community physically is

Recorded with the county. The Plat shows the legal boundaries of every lot, the location of common areas, and the easements that benefit or burden the property. It is the survey-grade answer to physical questions.

Real-world question it answers: Two neighbors are fighting over a fence one of them built — the other says it sits on a drainage easement and has to come down. Who is right? The Plat governs. The Plat is what the attorney pulls when the question is "who owns the strip of land between the sidewalk and the street," what the engineer pulls when the question is "where does the storm-drain easement run," and what the architect pulls when the question is "how close to the property line can a homeowner build a fence." When a dispute turns on a boundary, a setback, or an easement, no rule and no resolution can supply the answer — only the recorded survey can.

6 — The Bylaws: how the association operates internally

The internal operating manual: the number of directors, election procedures, meeting notice requirements, quorum, officer duties, committee authority, the fiscal year, and the rules for filling a board vacancy. Bylaws are typically not recorded; they live with the association’s books. They can be amended by board action only if the Declaration explicitly permits it; in most associations, bylaw amendments require a member vote, though usually at a lower threshold than a Declaration amendment.

Real-world question it answers: Three of the five directors show up to a meeting and want to award a contract. Is that enough to act — do they have a quorum? The Bylaws govern. The Bylaws set the quorum requirement, and they answer the procedural questions that surround every board action: how much notice the meeting needed, whether a committee could have decided this instead, how a tie breaks, and how a mid-term vacancy gets filled. When the question is about how the board operates as a body rather than what the community may restrict, the Bylaws are the document.

7 — The Rules and Regulations: day-to-day, board-adopted

Adopted by the board under authority granted in the Declaration. Rules govern the day-to-day: pool hours, parking, pets, trash placement, architectural standards, noise, holiday lighting, sign placement. The board can change rules by board action — generally without a membership vote — provided the rules stay within the bounds the Declaration set.

Real-world question it answers: The board wants to close the pool at 10 p.m. instead of midnight. Can it just do that? A Rule governs — and the board can adopt it. Pool hours are a classic exercise of the board’s explicit authority to "adopt rules governing the use of the common areas." But the boundary matters: a rule that purports to change the fundamental character of the community — banning leasing where the Declaration permits it, restricting a use the Declaration protects — is not a weak rule, it is no rule at all, because the board cannot amend the Declaration through a rule. Every rule must also clear the ten enforceability criteria: proper authority, within scope, reasonable in purpose and application, applied uniformly, adopted by proper procedure, communicated in writing before enforcement, consistent with federal and state law, not arbitrary, and adopted in good faith. Miss one and the rule is open to challenge.

8 — Board Resolutions: the board’s documented decisions

The board’s formal, recorded decisions. A well-drafted resolution has four parts: it states the authority for the action, makes findings of fact, articulates the action itself, and specifies the effective date. That four-part discipline keeps a decision reviewable on appeal and protects the board against a later claim that the vote was arbitrary.

Real-world question it answers: The board awards a $48,000 contract to repave the private roads. Six months later an owner demands to know how the decision was made and on what authority. Where is the answer? A Resolution governs. The resolution is the record that the board acted as a body, in a meeting, on the authority the Bylaws and Declaration grant it — with findings (three competitive bids, an engineer’s condition report), a defined action (award to the named vendor at the named price), and an effective date. A spending decision captured in a clean resolution is defensible. The same decision made by a hallway conversation among directors, with nothing in the minutes, is not.

The Summary Table

The whole stack on one page — what each document does, where it lives, and a question it answers.

The Diagnostic: "Where Does This Come From?"

This is the single most useful habit a board can build. When any restriction is contested — any fence, any fine, any short-term rental — do not start with "is this a good idea?" Start with the diagnostic CIC-SC teaches managers: where does this come from?

If the answer is the recorded Declaration, you are on rock. If the answer is a rule a previous board adopted, you are on rock only if the Declaration authorized that rule and the adoption was done properly — noticed, voted, recorded where required, and published. A rule that contradicts or expands the Declaration is not a weak rule; it is no rule, and enforcing it is how associations lose lawsuits they paid to start.

Run any contested action through five questions before the vote:

If you cannot answer the first three, you are not ready to act. The fifth question is where mature boards distinguish themselves: when a power is not actually granted, the right tool is not a creative reading of an existing rule — it is a Declaration amendment, voted by the owners at the document’s threshold. Stretching implicit authority to cover a wish is the most common way a well-meaning board acts beyond its powers (the lawyers call it acting ultra vires).

How the Hierarchy Resolves Conflicts

The conflict rule is mechanical, which is what makes it useful. When two documents disagree, you do not weigh them or split the difference — you find which one sits higher and apply it.

A bylaw cannot contradict the Declaration. A rule cannot contradict the bylaws or statute. A resolution cannot rewrite the rules. And no document the community wrote — not even the Declaration — can authorize what state statute or federal law forbids. A board that wants the lower document to win has exactly one lawful path: amend the higher one, through that higher document’s own process, at that document’s own threshold.

Key Takeaways

• There are two hierarchies: external authority you cannot change (federal law, then state statute) sits above the six documents your community produces.
• The six community documents, in order: Declaration → Articles of Incorporation → recorded Plat/Map → Bylaws → Rules and Regulations → Board Resolutions. Condominiums add the Public Offering Statement and resale certificate.
• Each document answers a different category of question: the Declaration governs use and restrictions; the Articles govern corporate existence and good standing; the Plat governs boundaries and easements; the Bylaws govern internal operation and quorum; the Rules govern day-to-day standards; Resolutions document decisions.
• Higher always wins. A bylaw cannot contradict the Declaration; a rule cannot contradict the bylaws or statute; a resolution cannot rewrite the rules; nothing your community writes can override statute or federal law.
• Texas runs Ch. 209 (HOAs) / Ch. 82 (condos) alongside Business Organizations Code Ch. 22; Florida runs Ch. 720 (HOAs) / Ch. 718 (condos). Comply with both the community statute and the corporate statute at once.
• Run every contested action through the diagnostic — where does this come from? — before the vote. If the power isn’t there, the right tool is a Declaration amendment by the owners, not a stretched rule.

Related in This Series

• The Declaration (CC&Rs) in Practice
• The Bylaws in Practice
• Rules and Regulations in Practice
• Board Resolutions in Practice
• The Eight-Tier Hierarchy of Governance Authority