Purpose of By-Laws v. Covenants & Restrictions

In going through this mess of documentation as the new Secretary, I think I'm losing sight of what the purpose of the By-Laws are versus what the Declarations of Covenants & Restrictions are supposed to govern. Our original by-laws changed from something that seemed to govern the board to something that just looks like a bunch of tennis court and pool rules - no real history in the file as to why, but they both say By-Laws at the heading. I've attached the verbiage for what is supposed to be the new By-Laws. I'm in Tennessee where we have no state law governing HOAs. Thank you!

These can't be your complete bylaws - are they?

They look like they are adopted amendments and standing rules themselves.

For example: WHERE and WHEN does the vote to amend the bylaws take place?

Julie have you looked to see if the By-Laws are on file with the county recorders office? By-laws are generally filed with the county (at least here in Ohio) and may be available on-line although depending on your counties budget documents from 1987 may require you to visit in person. Look specifically for the "Instrument Numbers" specified in the paragraph titled "Reference".

no by-law were EVER filed...sorry!

This looks to me as not a replacement of the By-Laws but as an addendum to them. It may have been a simple clerical error that the first set wasn't filed; it happens. What does the attorney advise the HOA do?

There is a lot of confusion about CC&Rs and bylaws. Different states appear to have different definitions and requirements.

The CC&Rs are recorded against the property units and run with the land. They are governed by property law, much of which is common law. Typically, a provision in the CC&Rs sets up the owners association to administer the CC&Rs. It is typically a mutual-benefit nonprofit corporation unless your state has a law setting up a different kind of organization. The CC&Rs also typically make the owners mandatory members of the owners association. Check the language in your CC&Rs to understand the specific authorities granted to the owners association, and any requirements concerning owners (who are the members).

If set up as a nonprofit corporation, it is governed by your state's nonprofit corporation act. Typically, a government agency is responsible for certification of the nonprofit corporation upon appropriate application and filing of the articles of incorporation. Your state may or may not require the bylaws to also be filed with the state.

The articles and bylaws of the nonprofit corporation should define the governance of the corporation of which the owners of property units are the members.

While the corporation (association) may be given the authority to write rules and regulations for administration of the CC&Rs and use of common facilities, those authorities are derived from the CC&Rs and are therefore extensions of the CC&Rs. They are not part of the bylaws.

Michigan has typical confusion. The state has a condo act but the association of co-owners is a nonprofit corporation, but no act for other forms of common interest developments. The condo bylaws are typically recorded, but the bylaws for other owners association may not be. The state requires the articles of incorporation to be on file with the state (available online) but not the bylaws.

Likely, the laws in your state will dictate the required distinctions and what has to be recorded with the Register of Deeds and what must be on file with the corporation bureau of state government.

But maybe it helps to distinguish between owners and members
****Owners are part of the CC&Rs and controlled by property law.
****Members are governed by nonprofit corporations which are controlled by the nonprofit corporation act.
It is clear as mud!!!!