HOA Governing Documents Hierarchy: Which One Wins?

When Documents Disagree

HOA communities are governed by a stack of documents. At the top is state law. At the bottom are the day-to-day rules the board adopts. In between are the CC&Rs, bylaws, and articles of incorporation.

Most of the time, these documents work together without conflict. But when they disagree — and they do — knowing the hierarchy determines who wins.

This isn't an academic exercise. The hierarchy matters when a homeowner challenges a rule, when a buyer evaluates restrictions, and when a board tries to enforce a policy that conflicts with a higher-level document.

The Standard Hierarchy

In most states, the governing document hierarchy follows this order, from highest authority to lowest:

1. Federal and State Law

Always at the top. No HOA document can override federal or state law. Period.

If the Fair Housing Act prohibits discrimination based on familial status, an HOA can't enforce a "no children" rule in the CC&Rs — even if that restriction has been there since 1985. The law wins.

State HOA statutes (like Florida's Chapter 720, California's Davis-Stirling Act, or Colorado's CCIOA) set baseline requirements that the association must follow. If the CC&Rs conflict with state law, the statute controls.

Common areas where state law overrides governing documents:

• •Assessment collection procedures
• •Board election requirements
• •Open meeting requirements
• •Financial reporting obligations
• •Owner access to records
• •Estoppel delivery timelines and fee caps

2. The Recorded Declaration (CC&Rs)

The declaration — commonly called the CC&Rs (Covenants, Conditions & Restrictions) — is the foundational governing document. It's recorded in the county land records and runs with the land, meaning it binds every subsequent owner.

The CC&Rs typically cover:

• •Use restrictions (what you can and can't do with your property)
• •Architectural standards
• •Assessment authority and amounts
• •Common area definitions and maintenance responsibilities
• •Enforcement and lien rights
• •Amendment procedures

Because the declaration is recorded and runs with the land, it carries more legal weight than any other association document. If the bylaws say one thing and the CC&Rs say something different, the CC&Rs win.

3. Articles of Incorporation

The articles of incorporation establish the HOA as a legal entity — usually a nonprofit corporation. They're filed with the state and define the association's corporate structure: its name, purpose, registered agent, and basic organizational framework.

Articles of incorporation rarely conflict with the CC&Rs because they serve a different function. But when they do, the CC&Rs generally prevail on matters related to the community, while the articles control corporate governance basics.

4. Bylaws

Bylaws govern how the HOA operates as an organization. They address:

• •Board composition and officer roles
• •Meeting procedures and voting requirements
• •Election processes
• •Committee creation and authority
• •Fiscal year and budgeting procedures

Bylaws are subordinate to the CC&Rs and the articles of incorporation. If the CC&Rs specify that the board has 7 members but the bylaws say 5, the CC&Rs control.

However, bylaws are the primary authority on internal governance matters that the CC&Rs don't address. Most CC&Rs don't go into detail about meeting notice requirements or election procedures — that's the bylaws' domain.

5. Rules and Regulations

At the bottom of the hierarchy are the rules and regulations adopted by the board. These are the day-to-day operational rules:

• •Pool hours and guest policies
• •Parking assignments
• •Pet restrictions (size, breed, leash requirements)
• •Noise policies
• •Common area usage rules
• •Landscaping standards

The board can typically adopt and change rules without a vote of the membership, which makes them the most flexible (and most frequently changed) governing document.

Important limitation: Rules and regulations can't contradict the CC&Rs, bylaws, or state law. If the CC&Rs say owners can have up to two pets, the board can't adopt a rule that says no pets allowed.

Where Conflicts Actually Happen

CC&Rs vs. Board-Adopted Rules

This is the most common conflict. A board adopts a rule that's more restrictive than the CC&Rs. For example:

• •CC&Rs allow owners to lease their units with board approval. The board adopts a rule requiring a minimum 12-month lease term.
• •CC&Rs permit "reasonable" exterior modifications. The board adopts a rule prohibiting all exterior changes without exception.

Whether the board's rule is enforceable depends on whether the CC&Rs grant the board authority to adopt stricter standards. Many declarations include a provision giving the board broad rule-making authority "consistent with" the CC&Rs. But "consistent with" is a phrase that lawyers love to argue about.

Old CC&Rs vs. New State Laws

This happens frequently. CC&Rs written in the 1980s or 1990s often contain provisions that have since been superseded by state law. Common examples:

• •Restrictions that violate the Fair Housing Act
• •Assessment collection procedures that don't comply with current state requirements
• •Board election rules that conflict with updated state statutes

These outdated provisions are unenforceable, but they may still appear in the recorded declaration. Buyers reviewing CC&Rs should be aware that not everything in the document is currently valid.

Bylaws vs. CC&Rs on Board Authority

Sometimes the bylaws grant the board authority to do something that the CC&Rs don't contemplate — or expressly limit. For example, the bylaws might allow the board to borrow money without member approval, while the CC&Rs require a membership vote for debts above a certain amount.

In these cases, the CC&Rs control. The bylaws can't expand the board's authority beyond what the CC&Rs allow.

Why This Matters for Buyers

When you're reviewing HOA documents before closing, understanding the hierarchy helps you:

1. 1.Identify enforceable vs. unenforceable restrictions. That "no satellite dish" provision in the 1990s CC&Rs? Unenforceable — federal law (the Telecommunications Act) overrides it.
2. 2.Evaluate board-adopted rules. If the board has adopted rules that go beyond what the CC&Rs allow, those rules may be challengeable.
3. 3.Understand amendment difficulty. CC&Rs typically require a supermajority vote (67% or 75%) to amend. Rules can be changed by a simple board vote. Knowing which document contains a restriction tells you how hard it would be to change.
4. 4.Assess legal risk. A community where the governing documents are internally consistent is generally better-managed than one with conflicts between documents. Conflicts suggest either poor legal counsel or a board that's overstepping its authority.

When to Get Legal Help

Most governing document reviews don't require an attorney. But if you spot a conflict between documents — especially one that affects your ability to use the property as intended — it's worth getting a legal opinion.

Common scenarios where legal review is warranted:

• •CC&Rs appear to prohibit your intended use (rental, home business, specific modifications)
• •The board is enforcing a rule that seems to contradict the CC&Rs
• •The CC&Rs contain provisions that may violate current state or federal law
• •You're buying in a community with ongoing governance disputes

A real estate attorney familiar with HOA law in your state can assess the hierarchy and tell you which provisions are enforceable. It's a small investment that can prevent a big headache.