What Is the Difference Between a Resolution and an Amendment in HOA?

“The board just passed a resolution banning short-term rentals, but our CC&Rs don’t address rentals at all. Can they really do that?”

Have you ever heard this type of question from a confused homeowner? As an HOA board member or manager, knowing the difference between resolutions and amendments and their respective powers and limitations can be… challenging.

These distinctions aren’t just legal nitpicking – knowing them directly affects what your board can accomplish, how quickly changes can be implemented, and whether new rules will actually stand up to potential challenges from homeowners.

Many associations inadvertently create legal vulnerability by using the wrong tool for the job, either making governance too cumbersome by seeking amendments when resolutions would suffice or overreaching by trying to make fundamental changes through simple board resolutions.

 

 

Resolutions: Board-Level Decision Making

Resolutions represent the formal decisions made by the HOA board of directors. Think of them as the official expression of the board’s actions and policies within its existing authority.

Key Characteristics of HOA Resolutions

Resolutions are adopted by the board alone, typically requiring a simple majority vote during a properly noticed board meeting. This streamlined process allows for relatively quick implementation compared to amendments.

The scope of resolutions is limited to matters within the board’s authority as granted by the governing documents. Boards can’t use resolutions to override or contradict provisions in the declaration, HOA bylaws, or articles of incorporation.

Resolutions generally fall into four categories, often referred to as the “BRAD” system:

• Business Resolutions: Address routine operational decisions like approving contracts or setting annual budgets
• Rule Resolutions: Establish or clarify rules and regulations for community living
• Administrative Resolutions: Create internal procedures for board operations
• Disciplinary Resolutions: Document enforcement actions against specific violations

The flexibility of resolutions allows boards to respond promptly to emerging issues without the lengthy process required for amendments. This makes them valuable tools for addressing immediate concerns.

When Do HOAs Use Resolutions?

Resolutions are the appropriate choice when:

• Implementing or interpreting existing provisions in the governing documents
• Creating specific procedures for enforcing rules already established in higher documents
• Setting annual assessments within ranges permitted by the declaration
• Establishing architectural guidelines when the declaration grants the board that authority
• Adopting internal board policies about meetings, records, or operations

A well-crafted resolution should reference the specific provision in the governing documents granting the board authority to decide. This creates a clear chain of authority that strengthens the resolution’s enforceability.

Amendments: Community-Level Governing Document Changes

Unlike resolutions, amendments actually change the text and provisions of the association’s governing documents themselves. They represent fundamental alterations to the community’s core rules.

Key Characteristics of HOA Amendments

Amendments typically require membership approval, not just board action. The specific voting threshold varies by state law and your governing documents but often requires a supermajority (66-75%) of all members.

The extensive approval process makes amendments much slower to implement than resolutions, often taking months to complete all required steps from drafting to recording.

Amendments must be formally documented and, in most states, recorded with the county or other government entities to be legally effective. This creates a permanent change to the association’s governing structure.

The hierarchical nature of HOA documents means amendments to higher-level documents (declaration/CC&Rs) automatically supersede any conflicting provisions in lower documents (rules and regulations) or previous resolutions.

When to Use Amendments

Amendments are necessary when:

• Changing fundamental community rights or obligations stated in the declaration or bylaws
• Altering the board’s authority or composition
• Modifying assessment structures beyond what the current documents permit
• Adding or removing use restrictions not addressed in the original documents
• Updating provisions that have become outdated due to changes in state law

For example, if your declaration limits the board to five members but the community has grown significantly, changing the board size would require an amendment rather than a resolution.

Making the Right Choice for Your Community

When faced with a new issue requiring board action, knowing the differences can make all the difference when choosing the appropriate tool. Resolutions are best used for one-time decisions, while amendments are better suited for long-term changes to governing documents. Keep in mind that both options may require legal consultation and proper documentation to ensure validity and effectiveness.

Remember that these tools work best in combination. For complex issues, you might need both—an amendment to establish basic authority and subsequent resolutions to implement specific policies under that authority.

Need expert guidance navigating HOA governance? Visit HOA Start today to learn more about HOA management tools and find all the resources you need for effective HOA management – because knowing is half the battle.

FAQ

Can a resolution ever override provisions in the CC&Rs?

No. Resolutions cannot override, contradict, or expand beyond the authority granted in higher-level documents like the declaration/CC&Rs. Any resolution attempting to do so would be unenforceable if challenged.

How long does it typically take to implement an amendment versus a resolution?

Resolutions can typically be implemented immediately after board approval, which might take as little as one board meeting. Amendments often require 3-6 months for drafting, member notification, voting, certification, and recording with appropriate government offices.

If a resolution has been in place for years without challenge, does it become as binding as an amendment?

No. The passage of time doesn’t convert an invalid resolution into a valid one. If a resolution exceeds board authority when adopted, it remains vulnerable to challenge regardless of how long it has been followed.

Do we need attorney involvement for every resolution and amendment?

While routine business resolutions may not require legal review, counsel should generally review rule-making resolutions. Amendments almost always require attorney drafting and review to ensure legal compliance and avoid unintended consequences.