The ABCs of Associations: Bylaws

B Edition: Bylaws

The Bylaws of the Association are one of the central governing documents that generally serve as blueprint for the Association’s operations.  For non-condos, the Bylaws are almost always attached to the Declaration as an exhibit.  For condos, they can either be attached as an exhibit or included in the actual text of the Declaration.   The Bylaws are included in the definitions of condominium instruments (condominiums) and community instruments (common interest community associations).  The Bylaws contain provisions including how members may vote, composition of the Board, the officer positions, the powers of the Board and how contracts can be signed. 

The Bylaws can only be changed by an amendment.  For a condominium association, the Bylaws can only be amended by a vote of the membership.  In the absence of a provision in the governing documents, the Bylaws can be amended by two-thirds vote.  However, the requisite vote will never exceed 75% of the owners.  For non-condos, the Bylaws can be amended in accordance with the amendment provision contained in the Bylaws themselves, which can mean by the Board alone.  For both condominiums and associations bound by the Common Interest Community Association Act, Bylaws amendments must be recorded to be effective.

Like the Declaration, compliance with the association’s Bylaws is mandatory.  Failing to adhere to the terms of the Bylaws can lead to litigation.  Caselaw is clear that individual members of the Board can be liable for breach of fiduciary duty for not adhering to the Bylaws.

The Bylaws are in the middle of our hierarchy of governing documents and laws.  They are inferior to the Plat and the Declaration, but superior to rules and regulations or other policies adopted by the Board.  Therefore, anything in the Bylaws that conflicts with the mandatory provisions of the law is deemed invalid and is supplemented by the law.  The same is true for conflicts with the Declaration and Plat, though conflicts between the Bylaws and Plat would be most unusual.  On the other hand, the Bylaws take precedence over Board made provisions in Rules and Regulations and other policies.

Stay informed, stay compliant, and protect your association from unnecessary risk. Knowledge and compliance are the best defenses against legal and financial exposure.

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