The rules for an HOA board of directors come from four sources, in this order of authority: federal and state law, the recorded declaration (the CC&Rs), the articles of incorporation and bylaws, and the operating rules the board itself adopts. Together they tell the board what it may decide, how it has to make decisions, and where its power stops.
This article explains each source, the limits on the rules a board can write, and the procedural rules that bind the board itself: open meetings, conflicts of interest and money. It is written for new directors and for owners who want to understand what the board is citing at meetings. For what directors are expected to do, as opposed to the rules they work under, see an HOA board member’s responsibilities.
Where the Rules for an HOA Board of Directors Come From
Every association has a set of governing documents. Each one has a different job, and when two of them conflict, the higher-ranking document usually wins. Our article on HOA governing documents covers them in more depth.
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Articles of Incorporation
Most associations are set up as nonprofit corporations. The articles of incorporation are the short document filed with the state, usually with the secretary of state, that creates the corporation and states its name and purpose. The articles rarely affect daily decisions. Their job is to establish that the association is a legal entity that can own property, sign contracts, and sue or be sued.
Bylaws
The bylaws are the association’s operating manual as a corporation. They typically set the number of directors, the length of their terms, how elections and vacancies are handled, what counts as a quorum, how meetings are called and noticed, what the officers do, and how the bylaws can be amended. When a question is about how the board or the membership makes a decision, the answer is usually in the bylaws.
Covenants, Conditions and Restrictions (CC&Rs)
The declaration of covenants, conditions and restrictions is recorded with the county and binds every owner in the community. It describes what each owner owns and what is common area, who maintains what, how property may be used (parking, pets, rentals, exterior changes), and the association’s power to charge assessments and enforce the restrictions. Because the CC&Rs are recorded against each lot or unit, a buyer is bound by them whether or not the buyer read them. That is the reason to read them before you close on a home.
The CC&Rs bind the board too. The board has a duty to enforce them, usually through a written notice, a chance for the owner to be heard, and then a fine or another remedy the documents and state law allow. A board cannot waive a restriction for one owner and enforce it against another, and it cannot rewrite the CC&Rs by its own vote. Amendments normally require approval by the owners.
Rules and Regulations
Operating rules, often called the rules and regulations, are adopted by the board to fill in the details the CC&Rs leave open: pool hours, clubhouse reservations, parking permits, move-in procedures. The board can usually adopt or change them without a membership vote. That makes them the easiest rules to update and also the lowest in rank. A rule holds up only if the board has the authority to adopt it, it does not conflict with the law, the CC&Rs or the bylaws, and it is reasonable.
Architectural Standards
Most CC&Rs require owners to get approval before changing the exterior of a home. An architectural review committee, sometimes called the ARC or the design review committee, applies written standards for paint colors, fences, roofing, landscaping and additions. If you want to repaint your house light blue, this is the committee you ask first. The committee is bound by rules as well. It has to follow the published standards and procedure, decide in good faith, and treat similar requests alike.
Limits on the Rules a Board Can Make
A board can adopt a new rule only if the rule does not violate federal or state law and does not conflict with the CC&Rs or bylaws. Three kinds of rules cause trouble again and again:
- Rules that restrict children. The federal Fair Housing Act prohibits discrimination based on familial status, which protects households with children under 18. The U.S. Department of Housing and Urban Development lists overly restrictive rules about children’s use of pools and other shared spaces as an example of familial status discrimination. A rule such as “no one under 10 in the pool” invites a fair housing complaint. Write safety rules around conduct and supervision, and have the association’s attorney review them. Communities that qualify as housing for older persons are treated differently under the Act.
- Bans on satellite dishes and antennas. The Federal Communications Commission’s Over-the-Air Reception Devices rule, 47 CFR 1.4000, bars restrictions, including homeowners association rules, that impair an owner’s ability to install, maintain or use a satellite dish one meter or less in diameter or a television antenna on property within the owner’s exclusive use or control, such as a patio or balcony. According to the FCC’s consumer guide, the rule does not cover common areas such as a shared roof, and an association can still enforce narrowly written safety rules.
- Bans on solar panels. State law may limit an association’s power to prohibit solar energy systems. California is one example, described below. Check your state’s statute before denying a solar application.
Open Meeting Rules
The board is supposed to make its decisions at meetings, not in hallway conversations or private email threads. The bylaws set how meetings are called and what a quorum is, and many states have open meeting laws for community associations that give owners the right to receive notice, attend and speak.
Closed sessions, usually called executive sessions, are generally reserved for a short list of sensitive subjects such as litigation, personnel, contract negotiations, and an individual owner’s discipline or delinquency. Minutes record what the board decided. Our article on running HOA board meetings smoothly covers the practical side.
Conflict of Interest Rules
Directors have to put the association’s interests ahead of their own. In general, a director with a personal or financial stake in a decision discloses it to the board, stays out of the discussion and does not vote. Typical conflicts are a contract with a director’s own business or relative, an enforcement action against the director, and an architectural application for the director’s own home.
Many associations adopt a written conflict of interest policy and ask each director to sign it every year. That is good practice even where the law does not require it.
Financial Rules
The governing documents give the board the power to charge assessments, and they also restrict how that power is used. Typical financial rules include:
- Adopting a budget each year and sharing it with the owners.
- Charging assessments according to the formula in the CC&Rs, which is often equal shares and sometimes varies by unit size or type.
- Staying within any cap on assessment increases or special assessments that the documents or state law impose, or getting owner approval to go beyond it.
- Keeping reserve funds separate from operating funds and spending them only for their intended purpose.
- Reviewing financial statements regularly, and arranging an outside review or audit when the documents or state law require one.
- Following the collection steps in the documents and state law before charging late fees or taking legal action.
For owners, the practical point is that assessments can go up and special assessments can happen, but the board has to follow a defined process to get there.
In California
California associations operate under the Davis-Stirling Common Interest Development Act. Our overview of California HOA law explains the Act as a whole. The provisions below are the ones that most directly bind the board.
- Order of authority. Under Civil Code section 4205, the law prevails over the governing documents, the declaration prevails over the articles of incorporation, the articles and the declaration prevail over the bylaws, and all three prevail over the operating rules.
- Operating rules. Under Civil Code section 4350, an operating rule is valid and enforceable only if it is in writing, is within the board’s authority, does not conflict with the law or with the declaration, articles or bylaws, is adopted in good faith and in substantial compliance with the required procedure, and is reasonable. For the rule changes the statute covers, Civil Code section 4360 requires general notice to the members at least 28 days before the board acts, including the text of the proposed change and a description of its purpose and effect. The board decides at a board meeting after considering member comments, and gives notice of the adopted change within 15 days. An emergency rule can skip the advance notice but lasts no more than 120 days.
- Open meetings. The Common Interest Development Open Meeting Act runs from Civil Code section 4900 to 4955. The board may not act on an item of business outside a board meeting and may not conduct a meeting by email, except for an emergency meeting when every director consents in writing (section 4910). Except for an emergency meeting, notice of a board meeting has to go out at least four days ahead (or longer if the governing documents require) and include the agenda, or two days ahead for a non-emergency meeting held only in executive session (section 4920). Members may attend and speak, subject to a reasonable time limit (section 4925). With narrow exceptions, the board may not discuss or act on an item that was not on the agenda (section 4930). Executive session is reserved for litigation, the formation of contracts with third parties, member discipline, personnel matters, meetings with a member about assessment payments, payment plans and lien foreclosure decisions, and whatever is discussed there has to be noted generally in the minutes of the next open meeting (section 4935). Minutes, draft minutes or a summary have to be available to members within 30 days of the meeting (section 4950).
- Conflicts of interest. Civil Code section 5350 bars a director or committee member from voting on that person’s own discipline, a charge against that person for damage to the common area, that person’s request for a payment plan, foreclosure of a lien on that person’s separate interest, a proposed physical change to that person’s separate interest, or a grant of exclusive use common area to that person. It also applies the Corporations Code rules on interested-director contracts to the association.
- Budget and financial review. The association has to distribute an annual budget report 30 to 90 days before the end of its fiscal year (section 5300). The board has to review bank reconciliations, account statements, budget comparisons and related reports at least monthly (section 5500). For any fiscal year in which gross income exceeds $75,000, a licensee of the California Board of Accountancy has to review the financial statement, and a copy goes to the members within 120 days after the fiscal year closes (section 5305). A reserve study with a visual inspection of the major components is required at least once every three years when the replacement value of those components is at least half of the gross budget excluding the reserve account, and the board has to review the study every year (section 5550).
- Assessment increases. Under Civil Code section 5605, without the approval of a majority of a quorum of the members, the board may not impose a regular assessment more than 20 percent greater than the prior fiscal year’s, or special assessments that total more than 5 percent of the budgeted gross expenses for the fiscal year. The board can raise regular assessments without a member vote only if it distributed the annual budget report that section 5300 requires for that year. A quorum for this purpose is more than 50 percent of the members. Section 5610 makes an exception for defined emergency situations.
- Fines and hearings. Under Civil Code section 5850, as amended effective June 30, 2025, an association that fines members has to adopt a schedule of monetary penalties and distribute it to the members in the annual policy statement. A penalty may not exceed the lesser of the amount in the schedule or $100 per violation, unless the board makes a written finding at an open meeting that the violation may result in an adverse health or safety impact on the common area or another member’s property. The association may not charge late fees or interest on a penalty. Under section 5855, the board has to give the member written notice at least 10 days before the meeting at which it will consider discipline. The member may attend and address the board, may ask for executive session, and has to be given the chance to cure the violation before the meeting. The board has to send written notice of its decision within 14 days.
- Antennas and solar. Civil Code section 4725 voids restrictions that effectively prohibit antennas and satellite dishes of 36 inches or less, while allowing reasonable restrictions. Civil Code section 714 voids governing document provisions that effectively prohibit or restrict solar energy systems. It allows reasonable restrictions that do not significantly increase the cost of the system or significantly decrease its efficiency. An association that denies a solar application has to do so in writing within 45 days, or the application is deemed approved unless the delay comes from a reasonable request for more information.
If You Think the Board Is Not Following the Rules
Start with the documents. Read the CC&Rs, bylaws and rules, and find the specific provision you think applies. Many disputes come from a gray area where the documents are silent or unclear. The board may have more discretion there than an owner expects, or less than the board assumes.
Then raise the issue in writing or during the owner comment period at an open board meeting, and ask that it be placed on a future agenda. If a rule appears to conflict with state or federal law, say so and ask the board to have the association’s attorney review it. A rule that conflicts with the law is not enforceable, however long it has been on the books.
More articles for directors are collected in our HOA board member section.
The Law Behind This Article
Every legal point in this article comes from the official text. Each link below opens it in a new tab.
Civil Code sections: 714 · 4205 · 4350 · 4360 · 4725 · 4910 · 4920 · 4925 · 4930 · 4935 · 4950 · 5300 · 5305 · 5350 · 5500 · 5550 · 5605 · 5610 · 5850 · 5855
Other sources: HUD: Discrimination Against Families With Children · 47 CFR 1.4000: Over-the-Air Reception Devices Rule · FCC: Installing Consumer-Owned Antennas and Satellite Dishes
This article is general educational information, not legal or financial advice. Laws vary by state and your association’s governing documents control many of these questions, so check with your association’s attorney or another qualified professional about your situation.