HOA glossaryGoverning documents

What are bylaws?

The association's internal operating manual — how directors are elected, how meetings are called and run, and what the officers may do.

If the CC&Rs govern the land, the bylaws govern the corporation. They set the size of the board, terms and how they are staggered, how elections and vacancies work, who the officers are, what a quorum is, how meetings are noticed and conducted, and what committees may be formed.

Bylaws are generally not recorded against the land and are usually easier to amend than the covenants, though the threshold still comes from the document itself rather than from the board's preference. Where the bylaws and the CC&Rs conflict, the CC&Rs almost always win; where either conflicts with the state act, the statute usually wins.

Because the bylaws are the procedural document, they are also the one most often ignored — and procedural defects are the cheapest way to lose an otherwise correct decision. A fine issued after a meeting that never had a quorum is a fine an owner can attack without ever arguing the merits.

Why it matters to a board

Almost every challenge to a board decision that succeeds succeeds on procedure. The bylaws are the procedure.

Where the answer lives

Your recorded declaration and bylaws first, then the act that governs associations in your state. Whichever is stricter is the one that binds you.

Related terms

CC&RsThe recorded covenants that run with the land in a community, binding every owner to the same set of use restrictions and obligations.Governing documentsThe full set of instruments that binds an association and its members, read in a fixed order of authority.QuorumThe minimum participation required for a meeting to conduct business validly, set by the bylaws and sometimes by statute.Board of directorsThe elected body that governs the association, holding all authority the governing documents grant to it and no more.Annual meetingThe yearly meeting of the membership, where directors are elected and the association reports to its owners.Articles of incorporationThe charter filed with the state that brings the association into existence as a corporation, usually a nonprofit one.
General information, not legal advice. This entry explains what the term means, not what your association must do about it. Any notice period, cure window, fine cap, vote threshold or deadline comes from your recorded declaration and your state's act — those differ in all fifty states and are amended every session. Updated August 2026. Confirm the current requirements with an attorney licensed in your state before acting.
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