Association Terminology

Certain terms are used incorrectly or generically when discussing association issues.  For example, the CC&Rs are often incorrectly referred to as the bylaws or the membership believes they are voting for the officers of the board of directors during an annual meeting.

Articles of Incorporation: Are the basic charter of an association corporation which spells out the name, basic purpose, incorporators and any special characteristics such as being non-profit. The Office of the Secretary of State in each state has its own process for approval of articles of incorporation and prohibits names which are confusingly similar to those of existing corporations.

Bylaws: The written governance of an association. The bylaws are often confused with the articles of incorporation, which only state the basic outline of the company origination.  Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct.

Covenants, Conditions and Restrictions: Commonly referred to as CC&Rs, Declarations, Master Deed or just Covenants.  CC&Rs are written and filed with the county Register of Deeds.  They set forth the requirements, limitations and restrictions on use, as put in place by the developer on an association.  CC&Rs may limit size and placement of homes, exterior colors, pets, ages of residents, use of barbecues and other conduct to protect the quiet enjoyment of the various members of the association. CC&Rs are enforced by the homeowners association or by individual owners who can bring lawsuits against violators. These documents are permanent, or “run with the land,” so future owners are bound to the same requirements.

Director: A member of a board of directors within an association. A director is elected by the membership at an annual meeting of the membership.  In most cases, a director may also be an officer on the board of directors. However, a director does not necessarily have to be an officer on the board of directors.

Officer: An office on a board of directors; the president, vice president, secretary and treasurer are offices. In infrequent instances, an officer does not necessarily have to be a director. Directors are elected by the membership at an annual meeting, and officers are chosen by the directors elected at the annual meeting to be on the board.          WDPM



Copyright – William Douglas Management, Inc. 2016