The Governing Documents Pyramid
FCS Community Management, AAMC

Each governing document of a community association is an essential piece that holds the association together. The governing documents create a legally binding relationship between the owner and the association, allow for a well-defined operation of the community and promote harmonious living.
One of the most important things to understand when dealing with a community association’s governing documents is the hierarchy of authority for these documents. Understanding this hierarchy is essential when enforcing rules, drafting resolutions or dealing with already existing conflicts between documents. The hierarchy of documents is best summarized by the Governing Documents Pyramid.
Documents that fall lower on the hierarchy cannot or change any of the documents that are above them. It is critical that boards check the documents that fall higher on the hierarchy before amending documents or writing resolutions.
For example, if a board decides to increase the association’s late fee, they should first check the declaration. If the declaration explicitly states that a $10 late fee be imposed, then the board cannot raise the late fee without first amending the declaration, which will require a vote by the owners.
By doing their due diligence, the board will minimize the headache that inevitably comes along when dealing with conflicts between documents. Case law, federal law and state law should also be taken into consideration, as they trump all of the governing documents of a community association.
Conflicts between documents often already exist. In this case, the higher document will take precedence. It is important that boards seek legal counsel, or the counsel of their Community Manager, if they discover a discrepancy between their documents, or if their documents conflict with case, federal or state law.
For further reading on this topic please refer to: M100 Participant Guide: The Essentials of Community Association Management by Community Associations Institute
Content on this site is provided for informational purposes only. It is not intended as, and does not constitute, legal advice. While all content is believed to be correct within the scope of its purposes when written, it may be incomplete and/or the relevant law may have changed. Content on this site is not intended to comprehensively cover any subject, does not cover a number of related matters, and does not cover any person or entity's particular situation. As such, it is not reasonable for anyone to rely upon the information herein with respect to any particular legal matter. Rather, readers are encouraged to retain a licensed attorney to provide individualized and current legal advice.moan
Great article Lara!
The Governing Documents Pyramid does not seem to match the Utah Code.
Effective 7/1/2014
57-8-40. Organization of an association of unit owners under other law — Reorganization.
(5) In the event of a conflict between this chapter’s provisions, a statute under which the association of unit owners is organized, documents concerning the organization of the association of unit owners as a nonprofit corporation or other entity, the declaration, the bylaws, and association rules, the following order prevails:
(a) this chapter controls over a conflicting provision found in any of the sources listed in Subsections (5)(b) through (f);
(b) Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, or any other law under which an entity is organized controls over a conflicting provision in any of the sources listed in Subsections (5)(c) through (f);
(c) an organizational document filed in accordance with Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, or any other law under which an entity is organized controls over a conflicting provision in any of the sources listed in Subsections (5)(d) through (f);
(d) the declaration controls over a conflicting provision in any of the sources listed in Subsections (5)(e) or (f);
(e) the bylaws control over a conflicting provision in association rules; and
(f) the association rules yield to a conflicting provision in any of the sources listed in Subsection (5)(a) through (e).
Dale makes a good point. Keep in mind two things: (1) the governing documents pyramid is a general guideline set forth by Community Associations Institute and is not state specific, and (2) Lara’s article was originally drafted in 2012, prior to the enactment of the amendment in Section 40 of Utah’s Condominium Ownership Act. The pyramid shows the Declaration/CC&Rs governing any conflicting provision in the Articles of Incorporation; however, after the July 1, 2014, the Articles of Incorporation actually govern any conflicting provision found in a Declaration/CC&Rs for condominiums. Currently, there is not a similar statute in Utah’s Community Association Act, which applies to non-condominium homeowners association; therefore, the issue becomes whether the same hierarchy found in Utah Code 57-8-40 applies to non-condominium projects or whether the general principles set forth in the governing documents pyramid control. (This is an issue that our Legislative Action Committee affiliated with the Utah Chapter of Community Associations Institute should address through some additional legislation.)
There is also Utah case law stating that the plat and Declaration/CC&Rs should be read together in an attempt to harmonize the two documents. If there are conflicts between the two, a court will employ contract interpretation principles to resolve the conflicting provisions.
When it comes to interpreting certain provisions of an association’s governing documents and determining which provision controls, the association should consult with its legal counsel.