HOA Bylaws

What bylaws are

Bylaws are the procedural rulebook for the association as an organization. The declaration (often called CC&Rs) tells owners what they may and may not do with their property. The bylaws tell the association how to govern itself. If you want to know how many directors there are, how long they serve, how much notice a meeting needs or how a special meeting is called, the bylaws are where to look.

Florida's HOA statute lists the bylaws, together with the articles of incorporation and the recorded declaration, as part of an association's "governing documents" (section 720.301). California's Civil Code likewise counts bylaws among the governing documents (Civil Code section 4150).

What bylaws usually contain

Content varies by community and state, but bylaws commonly cover these topics.

• Membership and voting rights, including how votes are allocated.
• Board size, qualifications, terms and how vacancies are filled.
• Officers and their duties.
• Annual and special meetings, notice periods and quorum.
• Committees and how the board may act between meetings.
• Budgets, fiscal year and financial reporting.
• Indemnification of directors and officers.
• How the bylaws are amended.

Bylaws and state law

Statutes often set defaults that apply when the bylaws are silent, or limits that the bylaws cannot go below. These are examples only, and your state may differ.

Florida's HOA statute says the bylaws "shall provide for giving notice" of member meetings and, if they do not, deems them to provide that notice be mailed, delivered or electronically transmitted not less than 14 days before the meeting. It also sets a default quorum of 30 percent of voting interests unless the bylaws provide a lower number (section 720.306).

Michigan's Condominium Act is more prescriptive. It says a condominium project's administration is governed by bylaws recorded as part of the master deed, an amendment cannot eliminate the mandatory provisions, and an amendment is inoperative until recorded (MCL 559.153). Section 559.154 then lists mandatory contents, including provisions for the people who administer the project, books and records, an annual financial statement, and an indemnification clause that excludes willful and wanton misconduct and gross negligence. For associations incorporated under Michigan's Nonprofit Corporation Act, a board's amendment of bylaws requires a majority of the directors then in office, unless the articles or bylaws require more (MCL 450.2523).

California regulates much of the same ground in the Davis-Stirling Act, such as election procedures, so a California association's bylaws must be read alongside the statute.

How bylaws are changed

The bylaws usually state their own amendment process, often requiring a member vote at a set percentage, a board vote, or both. Florida's HOA statute, for example, provides that unless the governing documents or law say otherwise, a governing document may be amended by the affirmative vote of two-thirds of the voting interests (section 720.306), and that an amendment is effective when recorded in the county's public records. Michigan requires recording for condominium bylaw amendments, as noted above.

A bylaw that conflicts with state law or with the declaration is generally at risk of being unenforceable, and the order of precedence is set by the documents and the statute. Ask an attorney before adopting or relying on an amendment.

Where to find yours

Bylaws are usually in the closing package, available from the association or its manager, and in some states recorded with the county. If the community is a Michigan condominium, they are typically attached to the recorded master deed.

Related

• HOA governing documents explained
• CC&Rs glossary entry
• Articles of incorporation glossary entry
• Quorum glossary entry