Ask five board members what the difference is between the CC&Rs, the bylaws, and "the rules," and you'll often get five different answers. People use the terms interchangeably, file them in the same folder, and amend them the same way. They are not the same document. Each one covers different ground, carries different legal weight, and requires a different process to change. Mixing them up is one of the most common ways self-managed boards end up adopting policies they don't actually have the authority to enforce.
This guide walks through each governing document in plain English: what it controls, who can change it, how hard that is, and what happens when two documents seem to say different things.
Not legal advice. Governing document requirements vary by state and by the specific language in your community's recorded documents. This guide explains how these documents generally work. Always review your association's actual CC&Rs, bylaws, and articles of incorporation, and consult an HOA attorney before amending any of them.
Every HOA is built on a stack of documents, each layered on top of the one below it. Higher layers are harder to change and carry more legal weight. Lower layers fill in the operational detail that would be impractical to lock into a recorded document.
| Document | What It Covers | How Hard to Change |
|---|---|---|
| State HOA statutes | Baseline rights, notice requirements, lien and foreclosure procedures | Set by the legislature; not changeable by the HOA |
| Articles of Incorporation | Legal existence of the HOA as a nonprofit corporation | Hard; requires a state filing and usually a member vote |
| CC&Rs (the Declaration) | Land use restrictions, assessments, liens, architectural standards, easements | Hardest; supermajority vote plus recording with the county |
| Bylaws | Board structure, officer duties, meetings, elections, voting procedures | Moderate; member vote per the amendment clause in the bylaws |
| Rules & Regulations | Day-to-day policies: parking, pets, noise, pool hours, trash | Easiest; board resolution within the authority granted above |
The Declaration of Covenants, Conditions, and Restrictions, almost universally called the CC&Rs, is the foundational document of any HOA. It is recorded against the land with the county recorder, which means it doesn't just bind the people who signed it. It runs with the land and binds every future owner, whether or not they ever read it before closing.
CC&Rs typically establish:
Because CC&Rs affect property rights and run with the land, amending them is deliberately difficult. Most require a supermajority of the entire membership, commonly 51% to 75%, not just a majority of those who show up to vote. Once approved, the amendment has to be recorded with the county to take legal effect. An amendment that was voted on but never recorded is, in most states, not enforceable.
If the CC&Rs are the constitution, the bylaws are the operating manual for how the association runs itself as an organization. Bylaws typically cover:
Bylaws are generally easier to amend than CC&Rs. The amendment clause within the bylaws themselves sets the threshold, often a simple majority of members present at a meeting with quorum, sometimes a fixed percentage of the total membership. Unlike CC&Rs, bylaw amendments typically don't need to be recorded with the county, though it's good practice to keep a signed, dated copy of every amendment with the official records.
Rules and regulations are the most frequently changed and most frequently misunderstood layer. These are the specific, practical policies: visitor parking limits, pet weight limits, quiet hours, pool schedules, trash can placement, holiday decoration windows.
In most associations, the board can adopt or change rules by resolution at an open meeting, without a full membership vote, because the CC&Rs and bylaws delegate that authority to the board. But that delegated authority has limits:
For a deeper look at what boards can and can't enforce through rules, see our guide on HOA rules and regulations.
Most self-managed boards never look at their articles of incorporation after the HOA is formed, but it's the document that establishes the association as a nonprofit corporation in the eyes of the state. It typically lists the corporation's name, registered agent, purpose, and initial directors. The articles matter most when there's a question about the association's legal status, the board's liability protection, or whether the corporation is in good standing with the Secretary of State (lapsed corporate status can create real problems if the HOA needs to file or defend a lawsuit).
The general rule is that higher layers control lower layers, and state law sits above all of them:
Older CC&Rs can be partially obsolete. A growing number of states have passed laws that override restrictive CC&R provisions on specific topics, most notably solar panels, EV chargers, drought-tolerant landscaping, and clotheslines. A CC&R clause banning solar panels may simply be unenforceable in your state today, even though it's still printed in the recorded document. See our guide on solar panel and EV charger rules for specifics.
Locate the amendment clause within the CC&Rs themselves. It will specify the required vote threshold, usually expressed as a percentage of total voting members, not just those present. The general process is: draft the amendment in recordable form, distribute it to members with notice of the vote, hold the vote (in person, by mail ballot, or electronically if your state and bylaws allow it), and, if approved, record the amendment with the county recorder. The amendment is not effective until it's recorded. An HOA attorney should review the amendment language before recording, since recorded documents are difficult and expensive to fix after the fact.
Check the amendment clause in the bylaws, which is usually less restrictive than the CC&R clause. Most associations require a board proposal followed by a member vote at an annual or special meeting, with a simple majority of those present and voting. Recording with the county generally isn't required for bylaw amendments, but keep the signed, dated amendment with your permanent records.
This is typically a board-level action: propose the new or amended rule, discuss it at an open meeting (so it's part of the public record and minutes), vote, and provide written notice to all members before the rule takes effect. Some states require a minimum notice period, commonly 30 days, before a new rule can be enforced. Document the adoption date and notice date for every rule change; if a rule is ever challenged, being able to show when and how it was adopted matters.
One of the most common problems in self-managed associations isn't a documents conflict, it's that nobody can find the current, correct version of the documents in the first place. Original CC&Rs from decades ago, three rounds of amendments, an updated rules packet from 2019, and a "final" version someone scanned and emailed around in 2022 can all be floating around at once, with no clear record of which provisions are still in effect.
A self-managed board should maintain a single, organized document library that includes the original recorded CC&Rs, every recorded amendment with its recording date, the current bylaws and any amendments, the articles of incorporation, and the current rules and regulations with their adoption date. New board members should be able to find all of this without having to ask the outgoing treasurer to dig through a personal inbox.
In AffordableHOA: Document storage keeps your governing documents, amendments, and rules packets in one place, accessible to the board and visible to residents who have a right to review them. When a document is updated, the new version replaces the old one in the resident portal, so there's never a question about which copy is current.
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Start Free TrialCC&Rs govern the property itself: land use, architectural standards, assessments, and lien rights. They are recorded with the county and bind every current and future owner. Bylaws govern how the association operates as an organization: board structure, officer duties, meetings, and voting procedures. CC&Rs are much harder to amend, typically requiring a supermajority of the entire membership and recording with the county. Bylaws are usually easier to amend through a member vote at a meeting.
In most associations, yes, the board can adopt or amend rules and regulations by resolution without a full membership vote, as long as the CC&Rs and bylaws grant that authority (most do). The new rule must be reasonable, applied uniformly, properly noticed, and cannot conflict with the CC&Rs, bylaws, or state law. Some states require a notice-and-comment period before a new rule takes effect.
The CC&Rs win. Rules and regulations exist only within the authority the CC&Rs and bylaws grant. If a board-adopted rule contradicts something the CC&Rs explicitly permit, or claims authority the CC&Rs don't give the board, the rule is generally unenforceable and can be invalidated if challenged.
Ask the board or management for the current CC&Rs, bylaws, articles of incorporation, and rules and regulations, including recorded amendments. Members have a legal right to inspect and copy these documents in nearly every state. CC&Rs and amendments are also public record and can usually be found through the county recorder's website by searching the property address or HOA name.
It's intentionally difficult. Most CC&Rs require approval from a supermajority of the total membership, commonly 51% to 75%, not just those who vote. Once approved, the amendment must be drafted in recordable form, signed by authorized officers, and recorded with the county recorder to take legal effect. Skipping the recording step is a common mistake that can leave an amendment unenforceable.
Yes, in most cases. State HOA statutes generally sit above CC&Rs in the governing document hierarchy, so a CC&R provision that conflicts with state law is unenforceable even if it was validly recorded. This is increasingly relevant for provisions attempting to restrict solar panels, EV chargers, drought-tolerant landscaping, and similar features now protected by state law in many places.