Much like the constitution and laws of a nation or state, the bylaws and house rules of a condo, HOA, or co-op community are (or at least should be) ‘living’ documents that can be reviewed and amended in order to remain relevant, meaningful, and respected by the people living under them. The question is how often should these key governing documents be revisited, and how are they amended when an update is called for?

Review & Maintenance 

In a residential condo association, the master deed or declaration of condominium (often just called the declaration) sits at the top of the hierarchy as the foundational document that brings the condominium into legal existence. Recorded in county land records, it defines the physical boundaries of individual units and common elements, and establishes ownership percentages. It essentially defines what the property is and who owns what.

In a residential cooperative, the equivalent to a master deed or declaration is the proprietary lease, paired with the building's certificate of incorporation. Because co-op buyers own stock shares in a housing corporation rather than deeded real estate, the proprietary lease serves as the foundational occupancy contract, allocating stock shares to a specific apartment and establishing the shareholder’s core legal rights, obligations, and restrictions. It functions as the ultimate authority defining the landlord-tenant relationship between the corporation and the shareholder, and amending it typically requires a supermajority vote of all shareholders. 

In both condo/HOAs and co-ops, bylaws serve as the foundational legal framework governing how the community is run, detailing board structure, voting procedures, election protocols, financial management, and annual meeting rules. House rules are the day-to-day operational guidelines designed to maintain property standards and ensure peaceful co-existence among residents—so they typically cover practical matters like quiet hours, pet policies, move-in procedures, trash disposal, and amenity usage. 

While a master deed or proprietary lease is unique to the property it establishes, bylaws and house rules are often generic boilerplate documents put in place by the original developer, builder, or converter—so depending on how long ago a property was constructed or converted, that language may no longer be serving the community as originally intended. Laws, social mores, and building demographics change and evolve over time, so bylaws and rules drafted decades ago may also need updating to keep pace with how a community actually operates day-to-day. Much like an aging roof or boiler, governing documents need review, and sometimes repair, from time to time.

How & Why

The reasons for reviewing and amending one of your governing documents may be common sense, but the question of how to make needed changes is a bit more complex. Amending a condo’s declaration/master deed is notoriously difficult, usually requiring a near-unanimous owner vote (often 75% to 100%) and formal recording with the county land registry. Amending a co-op’s proprietary lease is a little easier, but still a big lift, as it typically requires a supermajority (usually two-thirds in favor) vote of all shareholders.

Because bylaws are tied directly to a property’s master deed or proprietary lease, amending them in either case typically requires a formal vote and a supermajority approval from the unit owners or shareholders. Given the perennial issue of resident apathy, getting that supermajority can be tough and time consuming. 

Unlike bylaws, house rules can generally be adopted, updated, or modified directly by a simple majority vote of the board of directors without requiring a full community-wide vote. According to Kristofer Kasten, a partner with Chicago-based law firm Bartzen Rosenlund Kasten LLC, “From a legal standpoint, house rules are somewhat less rigid than bylaws, declarations, and proprietary leases, in that they are generally more easily amended. They’re designed to be more responsive to changing environments, and to the everyday life of the community—so changes to rules can often be made by the board without the entire community voting on them.”

And, adds Kasten, “If an association has a rule that is neither followed nor enforced, the association should eliminate that rule, because it serves no purpose.” 

That said, boards can’t use the relative ease of house rule amendments to do an end run around the hassle of assembling a supermajority to make big changes. It’s important to understand that these documents form a hierarchy; a house rule cannot contradict a bylaw, and a bylaw cannot conflict with a community’s declaration/master deed or proprietary lease. For example, if a condo’s declaration states that unit owners have an unrestricted right to keep pets, the board cannot unilaterally pass a house rule banning dogs; doing so would make the house rule legally unenforceable because it conflicts with the superior document. 

“Of course, the governing documents of a specific association or cooperative and any applicable statute must be reviewed to make sure there are no exceptions to that general rule,” notes Kasten. “In some instances, rules may be required to be submitted to the vote of the owners.”

The Legal Nuts & Bolts

Michael Kim, an attorney with Schoenberg Finkel Beederman Bell Glazer in Chicago, notes that in Illinois, “Changes to recorded documents such as the declaration or bylaws must be approved by a supermajority of members, either by written consents or a vote at a meeting. Notice to mortgagees, or in some instances the consent of some proportion of the mortgages, requires formal recordation of the amendment with the county in which the association is situated. However, under the Illinois Condominium Property Act (CPA) and the Illinois Common Interest Community Association Act (CICAA), an amendment to conform the declaration and bylaws to the statute can be adopted by the board alone without the regular amendment process. Changes to rules and regulations usually can be done by the board of directors alone, though the members must be notified–and possibly allowed to comment prior to adoption by the board. Rules typically are not recorded.”

That said, the Illinois CPA does set forth some specific rulemaking procedures that a board must follow. For example, a copy of the proposed rules or amended rules must be given to all owners. Also, a properly noticed meeting of the owners must be held for the purpose of discussing (but not voting on) the proposed rules or amendments. Kasten cautions that “any board looking to amend its association’s rules and regulations must first understand the scope of your rulemaking authority. That authority may be granted or limited by the applicable statute. That authority may also be found in the association’s governing documents. A board cannot adopt rules that go beyond its rulemaking authority. The Illinois Common Interest Community Association Act does not include a provision like the CPA expressly granting the board authority to adopt or amend rules and setting forth certain rulemaking procedures. Accordingly, a common interest community association needs to refer to its governing documents for the scope of the board’s rulemaking authority and rulemaking procedures.”

Kim points out that there are both practical and political considerations when making changes and doing so without conflict within the community. “It’s usually advisable for the board to get a good sense of whether the membership is amenable to a new or changed rule, especially if it will have a significant impact on the membership. That process can be done via surveys, focus groups, town hall type gatherings and the like. Otherwise, there may be compliance issues and, in the extreme case, lead to membership action to remove or not re-elect board members.”

What’s Reasonable?

Given the high stakes (and the potentially confusing legal language these documents are written in), it’s always a good idea to enlist the help and guidance of your corporation’s or association’s attorney in reviewing them and determining if changes are really necessary. Attorneys don’t work for free, of course—so the cost of making changes is every bit as important to consider as the legal procedure itself. “Changing house rules involves much less legal work, so it’s much less expensive,” says Chris Tarnok, a partner with DL Partners Law Firm based in New York City.

Richard Brooks, a partner with Marcus, Errico, Emmer & Brooks, a law firm based in Braintree, Massachusetts concurs, and offers a tale from real life: “Updating documents can cost up to $10,000,” he says. “There are lots of little changes, and you have to convince a majority of the association to read it and vote on it. In the final analysis, it’s a very large undertaking, and difficult to do. And legally, it may not even be necessary. That’s why I always ask the client, ‘What are you trying to do?’ If it’s a small, obvious thing like no smoking or no rentals, and we can fix it by adding a new amendment which is just adding one thing, rather than updating the docs, we take that route. Regardless, the board should always hold a meeting first to let people know and let them speak and get the temperature of the community.”

In the end, good professional legal advice and sound judgment should be used in determining what you and your community want to do in order to keep up with the times and keep your community functioning at its best. If your legal counsel agrees that an amendment is needed, make it—but if it ain’t broke, don’t fix it.

A.J. Sidransky is a staff writer/reporter with CooperatorNews, and a published novelist. He may be reached at alan@yrinc.com.