Covenants vs bylaws vs rules and regulations
Three instruments, routinely treated as one. They bind different people, do different jobs, and are changed in entirely different ways.
| Covenants | Bylaws | Rules | |
|---|---|---|---|
| Governs | The land and its owners | The association as an organisation | Day-to-day conduct |
| Typical content | Use restrictions, architectural control, assessments, easements | Meetings, quorum, elections, officers | Pool hours, trash, parking, signage |
| Recorded? | Yes — by book and page | Sometimes | No |
| Changed by | Supermajority of owners, then recorded | Owner vote at a set threshold | Board vote |
| Binds a buyer who never read it? | Yes — runs with the land | Yes, on becoming a member | Yes, if validly adopted |
Covenants: the land speaks
The declaration is recorded against the property itself. That is the point — it binds every future owner automatically, whether or not they opened it. This is why a covenant is hard to change and why courts treat it seriously: it is a property interest, not a house rule.
Bylaws: the organisation speaks
Bylaws are about the association as a corporate body. How many directors, how they are elected, what constitutes a quorum. An owner rarely encounters them until an election is contested — and then they are the only thing that matters.
A useful test: if the question is “can the board do this?”, the answer is usually in the bylaws. If it is “can the owner do this?”, usually the covenants.
Rules: the board speaks
Rules are adopted by the board, typically without an owner vote, under authority granted somewhere in the declaration or bylaws. That makes them flexible and fragile in equal measure — a rule that exceeds the authority granted, or contradicts the declaration, is generally unenforceable however carefully it was minuted.
Before enforcing any rule, find the clause that authorised it. If you cannot point to one, the rule is exposed.
Where the confusion becomes expensive
A board “amends the covenants” by resolution. It has not. A recorded declaration is amended by the threshold written into it and takes effect on recording.
An architectural guideline contradicts the declaration. Guidelines are usually adopted as rules. When the guideline says six feet and the declaration says four, the declaration governs — and the owner who built to the guideline has a grievance.
Enforcement cites the wrong instrument. A violation letter quoting a rule when the real authority is a covenant is easy to challenge.
What to do about it
- Keep the three sets distinct in your records, with the recorded book and page on the declaration.
- When answering an owner, name the instrument and the section, not just the substance.
- When the board wants to change something, decide first which instrument the change belongs in. That determines the vote required.
Name the instrument and the section, every time.
Covenant answers from the association's own documents and attaches the citation — so the answer says which instrument it came from.