How to Update Your HOA Governing Documents
Governing docs are the core of how an association operates. Keeping them up-to-date is crucial to ensure everything is laid out and communicated to members. Long-time board members typically profoundly understand what goes into governing docs. However, new board members and homeowners must establish what they are, how often they're updated, and the steps it takes to correct them.
Explanation of HOA Governing Docs
The term "governing docs" refers to several separate documents outlining the rules and regulations that guide an association. They each play a specific rule with an equal distribution of importance. HOA governing docs include:
Articles of Incorporation--This legal document is filed with the Secretary of State and establishes the association as a non-profit mutual benefit corporation.
Declarations of Covenants, Conditions, and Restrictions (CC&Rs)--
Primarily referred to as CC&RS, these documents officially record and specifically outline the rights and responsibilities of homeowners and the HOA. Essentially, these are the community's central guidelines, and any amendments to the CC&Rs require a membership vote.
Bylaws--Similar to the CC&Rs, bylaws define how the HOA functions and require a membership vote to amend. They establish operational procedures for board elections, membership meetings, committee formation, and other duties and responsibilities of board members and homeowners.
Rules & Regulations--Anything not covered in the CC&Rs and bylaws are in the Rules and Regulations, which covers resident conduct and institute operational rules as they apply to community members. Rules and Regulations commonly include parking regulations, use of shared amenities, and landscaping protocols. Unlike CC&Rs and bylaws, changes to the Rules and Regulations may occur seasonally or as determined by the board and reviewed with the community.
How Often Are Governing Docs Updated?
A general rule of thumb is that governing docs should coincide with the association's current needs. Though they don't necessarily need to be updated every year, reviewing governing docs may be necessary in some cases. Community and homeowners change throughout the years, so a sure-fire way to review the governing documents is to ask:
When were the governing docs last updated?
Have significant (economic, homeowner, property) changes since then?
Are there specific portions of the governing docs that would benefit from changes?
Steps to Updating Governing Docs
1. Determine the approach
When deciding to update governing docs, determine if there's a need to review and update all documents at once or if specific areas like the Rules & Regulations only need changes. It's time to update the community's governing documents if they have not been since their inception. Whereas, if they've been updated in recent years, looking at the CC&Rs or Rules and Regulations on a case-by-case basis may be all that's needed.
2. Requirements for Updates
CC&Rs and bylaws require a membership vote before making changes to the document. A 51% majority or a supermajority of 67% of the membership vote determines the vote. However, if you're making edits to the Rules and Regulations, these only require a board vote and notice to the community. Often, the board will adopt the new ruling and give members a 28-day comment period to review before finalizing the decision.
3. Association Management and Legal Team
Changes to governing docs are legally binding. Talk with your association management team about what you'd like to accomplish, and together, you can establish the language needed for the ruling. Then, an attorney should review it for final approval.
4. Maintain transparency with homeowners
Avoid membership surprises by maintaining transparency regarding proposed changes. Alert homeowners through written and verbal communication and invite feedback to consider when drafting new language. Ensure homeowners are clear about changes and the purpose behind them. By clearly outlining how updates will benefit the community and being upfront with justifications, homeowners can feel part of the process, which will help to avoid pushback.
5. Updates to a Vote
Membership votes are necessary for changes to bylaws and CC&Rs, but board members should also seek homeowners' approval regarding Rules and Regulations. Maintaining governing documents takes time and careful evaluation to ensure all membership voices are heard and considered. Allowing everyone to share their feedback is essential when making changes that affect the community.
Contact Us
Questions about making changes to your community's governing docs? Our association management team is here to support you through the process. Contact us today to get the conversation started.