GOVERNANCE · TEMPLATE

HOA bylaws template

Bylaws set how the association is run: who votes, how meetings are called, how directors are elected and removed, and how the board makes decisions. They sit below the declaration (CC&Rs) and above the rules, so anything in the bylaws that conflicts with the declaration or state law is unenforceable.

Edit the template below, then copy or download it — or send and track it automatically inside hoa.to.

BYLAWS OF [ASSOCIATION NAME], INC.

ARTICLE I – NAME AND PURPOSE
1.1 The name of the corporation is [ASSOCIATION NAME], a [STATE] nonprofit corporation.
1.2 Purpose: to administer the community described in the Declaration recorded at [RECORDING REFERENCE].

ARTICLE II – MEMBERSHIP AND VOTING
2.1 Every owner of a lot/unit is a member. Membership transfers with title.
2.2 Each lot/unit has [ONE] vote. Co-owners cast one vote jointly.
2.3 Proxies: [permitted / directed proxies only / not permitted], valid for [PERIOD].

ARTICLE III – MEETINGS OF MEMBERS
3.1 Annual meeting held in [MONTH] each year.
3.2 Special meetings may be called by the president, a majority of the board, or members holding [PERCENT]% of votes.
3.3 Notice: not less than [NUMBER] nor more than [NUMBER] days, by [mail / email with consent].
3.4 Quorum: [PERCENT]% of total votes present in person or by proxy.

ARTICLE IV – BOARD OF DIRECTORS
4.1 The board consists of [NUMBER] directors serving [staggered] terms of [NUMBER] years.
4.2 Qualifications: [owner in good standing].
4.3 Election at the annual meeting by [plurality / majority]; vacancies filled by the remaining directors until the next election.
4.4 Removal by members holding [PERCENT]% of votes at a meeting called for that purpose.
4.5 Board meetings: regular meetings at least [quarterly]; notice to owners of [NUMBER] days; open to owners except for executive session on legal, personnel, contract negotiation, and delinquency matters.
4.6 Quorum of the board is a majority of directors. Action by written consent [permitted / not permitted].

ARTICLE V – OFFICERS
5.1 President, Vice President, Secretary, Treasurer elected annually by the board.
5.2 Duties: [SUMMARY PER OFFICE].

ARTICLE VI – COMMITTEES
6.1 The board may create committees, including an Architectural Review Committee, with written charters.

ARTICLE VII – FINANCES
7.1 Fiscal year: [JANUARY 1 – DECEMBER 31].
7.2 Annual budget adopted by the board and distributed to owners at least [NUMBER] days before the fiscal year.
7.3 Reserve fund maintained per the reserve study; [PERCENT]% of assessments allocated.
7.4 Two signatures required on disbursements over $[AMOUNT]. Annual [audit / review / compilation].

ARTICLE VIII – RECORDS
8.1 Books and records available for owner inspection within [NUMBER] days of written request, subject to law.

ARTICLE IX – INDEMNIFICATION
9.1 Directors and officers indemnified to the fullest extent permitted by law, excluding wilful misconduct.

ARTICLE X – AMENDMENTS
10.1 Amended by [PERCENT]% of the total votes at a meeting or by written ballot.

ARTICLE XI – CONFLICTS
11.1 If these bylaws conflict with the Declaration or [STATE] law, the Declaration or law controls.

CERTIFICATION
The undersigned Secretary certifies these bylaws were adopted on [DATE].
[SECRETARY NAME], Secretary

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How to use this template

Confirm what your declaration and state statute already fix (quorum, notice, board size) and mirror those exactly.
Fill in the bracketed numbers: board size, term length, quorum percentage, notice windows.
Decide proxy and electronic voting rules in line with your state's community association act.
Add the two-signature and audit thresholds that match your budget size.
Have counsel review before adoption; record or file if your state requires it.

When to send it

Adopt at formation, and review every three to five years or when state law changes.

Common mistakes to avoid

• Copying quorum or notice periods that conflict with the state statute.
• Setting a board size with no staggered terms, so the whole board turns over at once.
• No removal procedure, leaving owners with no remedy for an unresponsive board.
• Forgetting an indemnification clause, which makes recruiting directors harder.
• Amending bylaws by board vote alone when the bylaws require an owner vote.

Frequently asked questions

Do bylaws need to be recorded?

It depends on the state. Some require recording with the county; others only require that they be kept with the association's records.

Can the board change the bylaws?

Usually not alone. Most bylaws and state laws require an owner vote to amend.

What is the difference between bylaws and CC&Rs?

CC&Rs (the declaration) govern property use and assessments and run with the land. Bylaws govern how the corporation operates.

What if the bylaws are silent on something?

State nonprofit corporation law and the community association statute fill the gaps.

General information only, not legal advice. Requirements vary by state, province and your governing documents — check your CC&Rs, bylaws and the applicable statute (and, if in doubt, licensed counsel) before relying on this template. Notice periods, cure periods and fee limits are not the same everywhere.

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HOA bylaws template

How to use this template

When to send it

Common mistakes to avoid

Frequently asked questions

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