Board resolutions can be challenging to understand, especially for fledgling board members. Resolutions are an essential component of community operations and board processes. They allow boards to make decisions in a formal and standardized manner.
What are Board Resolutions?
All homeowners associations are guided by a set of governing documents. These documents outline the community’s operating procedures and restrictions. Still, the language can be unclear and open to interpretation. Developers usually avoid writing highly detailed CC&Rs or bylaws at the outset, as these may not align with the preferences of future residents.
This is where an HOA board resolution comes into play. The association board makes decisions on specific matters and records them through formal resolutions. These resolutions help explain or expand on areas that the original documents don’t cover clearly. They can also introduce new rules, processes, or procedures.
HOA Resolution vs Amendment
Many homeowners mistake board resolutions for amendments, but the two serve different purposes. Resolutions are intended to clarify or amend existing governing documents. They can introduce new procedures or rules, but they must always align with the association’s covenants, conditions, and restrictions (CC&Rs) and bylaws.
On the other hand, amendments change the governing documents themselves. Associations use amendments to revise outdated rules or remove ones that no longer apply. Unlike resolutions, amendments are harder to pass. They usually require approval from the community, while board resolutions only need a board vote.
When is a Board Resolution Required?
There is no hard-and-fast rule that dictates when an association should use a board resolution. Instead, resolutions should be considered when necessary. While needs can differ, associations typically pass resolutions under the following circumstances:
- Explaining vague policies found in the governing documents;
- Establishing new procedures or rules that don’t conflict with existing documents;
- Responding to specific concerns from members; and/or,
- Recording board actions like budget updates, fee adjustments, or changes in procedures.
Types of HOA Board Resolutions
A resolution of the board of directors in HOA comes in several forms: administrative, policy, and special. Let’s break these down below.
1. Administrative Resolutions
Administrative resolutions address the internal operations of the association. These often focus on how the board operates on a day-to-day basis. The board may use them to explain or update procedures around meetings, elections, or architectural approvals.
2. Policy Resolutions
Policy resolutions, also known as interpretive resolutions, affect homeowner rights and obligations. Boards use them to explain unclear parts of the governing documents or to introduce new policies that stay within those rules. Common examples include a formal collection policy, a fine schedule, or updated architectural standards.
3. Special Resolutions
Special resolutions address specific situations or one-off issues in the community. These are typically created in response to a unique event. For instance, the board might pass a resolution to adopt a meeting Code of Conduct if a recent meeting became disruptive.
Even so, special resolutions must follow the governing documents. They must be fair and fall within the board’s authority. It is a good idea to get legal advice from a professional before the board approves these kinds of rules.
How to Write a Board of Directors Resolution
Drafting a resolution can be a challenge, especially for those who have never done it before. Here is a step-by-step guide on how to create association board resolutions.
1. Check the Law
The board should start by reviewing all applicable federal and state laws. These laws take priority over the governing documents.
A resolution that conflicts with any law might render itself invalid and unenforceable. In some cases, the board may even face legal liability for adopting such a rule.
Before drafting anything, the board should confirm that no laws restrict or contradict the proposed resolution. For example, the FCC’s OTARD Rule prevents any ban on satellite dishes. It helps to have a board member with legal expertise. If not, the board should consider consulting with an HOA attorney.
2. Verify Authority
After checking the law, the board should review the governing documents. These documents must grant the board the authority to pass new resolutions.
Without apparent authority in the bylaws or CC&Rs, any resolution adopted could be challenged or disregarded. When writing the resolution, the board should cite the specific section that supports its power. This helps establish apparent authority from the start.
3. Do Research
The board should then take the time to thoroughly discuss the resolution. This phase allows members to evaluate the need and direction of the proposed rule.
Key questions should include:
- Why is this resolution necessary?
- How will the board enforce it?
- What issues still need clarification?
Working through these questions ensures the board moves forward as a united group. It also helps avoid confusion later by resolving details early on.
4. Draft the Resolution
After finalizing the details, the board should begin drafting the resolution. Each resolution should follow a clear and formal structure. For consistency, the board may also want to adopt the same format from past resolutions. This keeps documentation uniform across all terms.
A complete board resolution should include the bylaw section that gives the board authority, the reason for the rule, the full text of the rule, and a clear enforcement plan.
5. Get Feedback
While most resolutions only require a board vote, it still helps to share the draft with the community. In doing so, the association can promote transparency and trust. After drafting the resolution, the board should distribute it to homeowners for review and comment. At an open meeting, the board can welcome questions or concerns.
If members find the wording vague, the board should revise and clarify as necessary. Still, the board must act in the community’s best interest, not just respond to individual opinions. It is not always possible (or required) to get unanimous support or complete consensus.
6. Take a Vote
The board should then vote on the proposed resolution. All voting procedures must follow the association’s rules, including notice and quorum requirements.
7. Notify Residents
Once adopted, the board should send a board resolution letter to all homeowners. This ensures awareness and encourages compliance.
Clear communication helps reduce accidental violations and supports accountability. The board may notify residents through mail, email, text, or social media.
Sample Board Resolution for Homeowners Association
Download Your HOA Board Resolution Template Here
What is a Board Resolution? Answered!
Board resolutions play an integral role in any association. Community leaders should understand what these are, how they work, and how to draft them. In doing so, association boards can ensure proper adherence to procedures.
Hillcrest offers HOA management services to communities in Chicago. Call us today at 630-627-3303 or contact us online to request a proposal!
RELATED ARTICLES:
- Duties And Responsibilities Of HOA Board Members
- HOA Meeting Minutes Template For Accurate Records
- Successful HOA Board: Qualities, Mistakes, And Measuring Progress
