"We need to amend the documents" is where a lot of board conversations start and stall, because the documents aren't one thing. The articles of incorporation and the declaration of CC&Rs are amended by different people, under different rules, and filed in different buildings. A board that treats them as one job either over-votes a simple change or under-votes a serious one.
Start with which document holds the provision
Before anyone counts votes, find the sentence you want to change and note which document it lives in. The articles hold the corporate skeleton: the name, the purpose, the registered agent, the membership classes, how directors are chosen, what happens on dissolution. The declaration holds everything that touches the land: use restrictions, assessment authority, architectural control, maintenance responsibilities, the amendment procedure itself.
Most of what boards want to change is in the declaration, and some of what they think is in the declaration is actually in the bylaws, which are a third document with a third procedure. The CC&Rs explainer maps what normally lives where.
Amending the articles: a corporate act
Changing the articles is governed by the state's nonprofit corporation act and by the articles themselves.
First, some changes need no member vote at all. Virginia's nonstock act, at 13.1-885, lets the board adopt amendments without member action to delete the names of the initial directors, to delete the initial registered agent or office once a statement of change is on file, to adjust the name's geographic attribution, and to make any other change the act expressly allows the board to make alone. Florida's list is similar and adds deleting information "solely of historical interest." Cleaning the developer's appointees out of a thirty-year-old filing is housekeeping, and the statute treats it that way.
Second, when a member vote is required, the threshold is the one in your articles or bylaws, and if those are silent, the statute's default. Under Florida's current nonprofit statute, the board adopts the amendment first and then recommends it to the members, who approve it at a meeting with the required quorum unless a greater vote is required. Check your own statute every time: Florida's was revised in 2026, and Virginia's nonstock act carries a revised version taking effect January 1, 2027.
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The filing that makes it real is a short document called articles of amendment, delivered to the same state office that holds the original. Virginia's 13.1-888 describes what it contains: the corporation's name, the text of each amendment, the date of adoption, and a statement of how it was approved, whether by the board alone with the reason member approval wasn't needed, or by the members with the quorum and the vote. Virginia checks the form and the fee and issues a certificate of amendment; other states file and acknowledge it in their own way. This filing doesn't go to the county recorder.
Amending the CC&Rs: a real estate act
The declaration is a recorded instrument that runs with every lot, so changing it is a change to the covenants on every lot in the community at once.
The approval threshold is the one written into the declaration, and many declarations set it as a supermajority of all owners, not of those who show up. Read the clause. Some states have enacted lower ceilings or alternate procedures for older declarations, which is a question for counsel. Nolo's description of CC&Rs notes that most declarations "contain procedures for amendments" and that older communities may already carry several, a reminder to read the current recorded version, not the copy in the welcome packet.
The vote has to be documented in a form that will survive a challenge: written consents or ballots, a tally, and a certification by an officer. Owners who vote against a covenant amendment sometimes sue over the count, and the count is what the court reads.
The amendment is then signed, notarized and recorded with the county recorder or clerk in the county where the land sits, and recording is what puts the amendment in front of every future buyer's title search. The step-by-step guide to amending CC&Rs covers the mechanics from drafting to recording.
Side by side
Articles amendment: authority from the nonprofit corporation statute and the articles; approval by the board alone for housekeeping items, by the members at the threshold in your documents for the rest; filed as articles of amendment with the Secretary of State or equivalent; effect is corporate, on the entity.
Declaration amendment: authority from the declaration's own amendment clause and any state community association statute; approval by the percentage of owners the declaration specifies, often a supermajority of all lots; recorded with the county; effect runs with the land and binds every owner and future buyer.
A change to the number of directors may be in the articles, the bylaws or the declaration depending on how the developer drafted them. That's one that often gets voted under the wrong procedure, and the fix is to read all three before scheduling anything.
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When the two disagree
If an articles amendment would put the articles in conflict with the declaration, on director count, on membership, on the purpose, the amendment isn't the right tool, because the declaration often controls on those points, and counsel can confirm how your documents rank. Amend the declaration, or amend both in step. A short conversation with the association's attorney before the notice goes out costs less than a challenged vote.
The post on why your HOA is a corporation sets out where each document sits in the hierarchy, and the filing guide covers what the original articles contain and how they were filed.
Related Reading
- How to Amend Your HOA's CC&Rs: A Step-by-Step Guide
- CC&Rs Explained: The Rulebook Your HOA Runs On
- Changing Declarant-Era Rules: Amending CC&Rs After Turnover
- Articles of Incorporation for an HOA: What They Are and How to File Them
Either amendment ends with a vote the board has to run and a record it has to keep. Boards on the Community plan run membership ballots, with quorum and the result recorded, and keep the amended documents in the same place on HOA-OS, where the 30-day trial includes the full package with no credit card. Know which document holds the sentence before you count a single vote.