Community Insider Fall 2019 | Page 23

Articles of Incorporation
Most associations are incorporated as corporations. As
such, they have articles of incorporation on file with the
California Secretary of State’s Office setting forth the
legal name of the association, the business address of
the association, the identity of the association’s agent for
service of process, and a statement as to the association’s
purpose.
Bylaws
An association’s bylaws address the operation of the
association. They usually include provisions that cover
such things as voting, membership meetings and board
meetings, powers and duties of the board, director
qualifications, and association records.
writing, reasonable, and must not conflict with the law
or any provisions of the association’s CC&Rs, articles of
incorporation, or bylaws.
Amendments to Governing Documents
Amendments to an association’s Governing Documents
generally require a vote of the association’s membership
in accordance with the statutory secret ballot voting
procedures set forth at Civil Code Sections 5100 et
seq. As discussed above, however, operating rules
may be adopted or amended by the board of directors
(without a vote of the membership) provided that the
board complies with the applicable statutory notice and
adoption procedures.
Operating Rules
Operating rules (often titled Rules and Regulations)
are adopted by the association’s board of directors
– typically to supplement the restrictions found in
the CC&Rs. Operating rules may only be adopted or
changed pursuant to the statutory notice and adoption
requirements described at Civil Code Section 4360.
In addition, pursuant to Civil Code Section 4350, in
order to be valid and enforceable, operating rules must
be within the board’s authority to adopt, must be in
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