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Governance 101

Silos Governance 101: How the HOA Actually Works

1. Who Governs the Association?

Component What It Is Who Controls It Key Authority
Covenants (CC&Rs / Declaration) Property rights, land restrictions, developer transition Filed with county; requires membership vote to amend Number of Board seats, assessments, architectural control, and use restrictions
Bylaws Day-to-day operations and Board procedures Board may amend per process defined in Bylaws Elections, vacancies, officer roles, meeting conduct
Policies / Rules Operational details adopted by the Board Board approval Pool, amenities, enforcement policies, fines

Covenants = What Exists   •   Bylaws = How It Runs   •   Rules = How We Use It

2. Covenant vs. Bylaws — Who Controls What?

Governance Authority
Master Covenant Bylaws
Big-Picture Framework Day-to-Day Governance
  • Establishes the HOA
  • Defines Membership
  • Outlines Assessments
  • Sets Land Use & Restrictions
  • Controls Developer Transition
  • Defines Number of Directors
  • Allows Board Size Changes
  • Establishes Terms & Staggered Cycles
  • Explains How Vacancies Are Filled
  • Details Meeting Procedures & Officer Roles
References the Bylaws for Board operations and replacements — “in accordance with the Bylaws”

The Covenant provides the framework. The Bylaws provide the operating details.

3. Vacancy and Appointment Process

  • Remaining Directors appoint a qualified homeowner.
  • The appointee serves until the original term expires.
  • The seat appears on the next election ballot if the term ends that cycle.

Appointments are standard, legal, and ensure business continuity.

4. Why Five Directors?

  • The Covenant sets a minimum; the Bylaws allow adjustment.
  • Community growth increases operational complexity.
  • More seats = broader representation & resilience.

5. Roles and Limits of Board Authority

  • Board Responsibilities: Enforce documents; manage funds & contracts; maintain common areas; adopt reasonable rules.
  • Board Limitations: Cannot act outside documents or law; no personal edicts; open meeting voting (limited executive exceptions).

6. Myths vs. Facts

Myth Fact
“The Bylaws expired when the developer left.” False — Bylaws remain binding unless formally amended.
“We can only have three Board members.” False — The Covenant sets a minimum, not a cap.
“Appointments are improper.” False — Appointments are authorized by Bylaws and state law.

7. Document Hierarchy (Strongest to Most Detailed)

  1. Texas Property Code
  2. Master Covenant (Declaration)
  3. Bylaws
  4. Policies and Rules

Final Message: Our governance structure is built on clear, valid documents that ensure continuity, fairness, and homeowner representation. The Bylaws remain fully enforceable and continue to guide the Board in all procedural matters.