What Counts as a Governing Document

The term is broader than most owners assume. "Governing documents" include the articles of incorporation, the bylaws, the plat, the declaration of covenants, conditions, and restrictions, and the rules of the association.

Rules are in that list. That matters because several protections in the Act are written in terms of the governing documents as a whole.

When they conflict, Section 57-8a-228(5) ranks them: this chapter; then Title 16, Chapter 6a or the organizing law; then the plat and the declaration, which control equally; then an organizational document filed with the state; then the bylaws; then an association rule or policy, which yields to everything above it.

So, amending the bylaws cannot solve a declaration problem, and a rule cannot do what the declaration forbids, no matter how it was adopted.

Amending the Declaration

After the period of administrative control ends, an amendment to the declaration may be adopted by a majority vote of voters, or by a higher percentage if the declaration requires it, at a meeting where at least 51% of the voting interests are present.

Those are two separate tests, and conflating them is the most common mistake here. 51% present is the quorum. A majority of those voting then carry it.

The board may not amend the declaration.

Voting interests are calculated in the manner the governing documents require, Subsection (3), and the section applies regardless of when the association was created, Subsection (5).

Keep in mind that, during the period of administrative control, a declarant may retain the right to unilaterally amend the governing documents.

Ceilings Your Documents Cannot Exceed

Section 57-8a-104(1)(a)(i) caps what the governing documents may demand. For an amendment adopted after the period of administrative control, they may not require:

• the vote or approval of lot owners with more than 67% of the voting interests;
• the approval of any specific lot owner; or
• the vote or approval of lienholders holding more than 67% of the first-position security interests.

And any provision that prohibits a vote or approval to amend any part of the governing documents during a particular time period is invalid. A declaration cannot lock itself shut for the first ten years.

Subsection (1)(a) does not apply to an amendment affecting only lot boundaries or lot owners' voting rights.

Nothing in the section affects other rights reserved by the person who filed the association's original governing documents, or by a successor in interest.

Amending the Bylaws

Unless the declaration provides otherwise, your bylaws must already contain the answer. Section 57-8a-216(2)(g) requires the bylaws to state a method for the board or the lot owners to amend the bylaws, consistent with Section 16-6a-1010.

Behind that requirement sits the nonprofit corporation defaults. The board may amend the bylaws at any time unless the chapter, the articles, or the bylaws reserve the power to the members or prohibit the board from exercising it. Unless the bylaws provide otherwise, the members may amend them as well.

Amended bylaws must be filed for recording in the same manner as the initial bylaws, which means in the office of the recorder of each county where any part of the association's real estate sits.

Changing the Rules, and How To Undo It

A board may adopt, amend, modify, cancel, limit, create exceptions to, or expand the association's rules. That power is subject to the declaration, to the limits on rules in Sections 57-8a-218 and 57-8a-219, to the board's duty of business judgment, and to the owners' right of disapproval.

Before changing a rule or design criterion, the board must do three things:

1. deliver notice to lot owners at least 15 days before the meeting at which it will consider the change;
2. provide an open forum at that meeting, giving owners an opportunity to be heard before the board acts; and
3. deliver a copy of the approved change to the owners within 15 days after the meeting.

There is one exception. The board may adopt a rule without advance notice if there is an imminent risk of harm to a common area, a limited common area, an owner, an occupant, a lot, or a dwelling, and it must give the notice afterward.

Owners can reverse the board. A board action is disapproved if, within 60 days after the meeting where it was taken, at least 51% of all the allocated voting interests vote to disapprove it at a special meeting called for that purpose by the owners under the declaration, articles, or bylaws.

Two mechanics decide whether that right is usable. The board has no obligation to call a meeting unless owners submit a petition in the manner provided in the documents for a special meeting. And once the board receives that petition, the effect of the board's action is stayed until the meeting is held and is subject to its outcome. The petition is the step that both triggers the meeting and pauses the rule.

A declarant has a parallel veto through written disapproval during the period of administrative control, or for an expandable project in which it retains the right to add real estate. And during administrative control, a declarant may exempt itself entirely from the rules and this procedure if the declaration reserves that right.

There is a deadline for complaining later. An action against the association or a board member based on failure to comply with the Subsection (2) notice and forum requirements must be commenced no later than 18 months after the day the board took the challenged action.

Signing and Filing

The board may modify a form of articles of incorporation or similar organizational document attached to the declaration for filing or re-filing, if the result is consistent with Section 57-8a-228. An organizational document attached to a declaration may be amended under its own terms or applicable law, whether or not it is recorded, and a properly filed organizational document need not be recorded except amended bylaws.

Which officers may prepare, execute, certify, and record an amendment to the declaration is a matter your bylaws must address.

Working Through an Amendment

Identify the document, because the process differs for each. Read what your own documents require, then test that against the Section 57-8a-104(1)(a) ceilings, since a threshold above 67% adopted after administrative control is not enforceable. Confirm whether administrative control has ended. Then follow the process the document calls for and record what it requires.

If the change you are worried about is a rule rather than the declaration, work the calendar first. Find the date of the board meeting, count 60 days, and check what your documents require for owners to call a special meeting. That is the whole of the remedy, and it expires.

Reviewed against Utah Code, current as of September 9, 2026.