How do we write an HOA board resolution, and when do we need one instead of a motion?

By OurHOA · General information · Revised October 31, 2026

How an HOA board writes a resolution: when a motion is enough, recitals and resolved clauses, a sample, numbering, a resolutions book and Texas recording rules.

Part of the HOA board handbook: running the board.

A motion decides, a resolution documents

Most board business needs nothing more than a motion and a line in the minutes. Approving a contract, paying an invoice, setting the next meeting date and accepting a committee report are one-time decisions, and the minutes are the record. Write a resolution when the decision has to outlive the meeting. That usually means one of four things: the board is setting a standing policy owners or directors must follow, it is interpreting an unclear provision in the governing documents, it needs a document an outsider will ask for (a bank, a title company, the county clerk, a judge), or it is changing something an earlier board adopted. A resolution is still adopted by motion. The motion just points at the document: "Motion to adopt Resolution 2027-04 as presented." The difference is that the decision now lives on its own page, with its reasons and its effective date, where a director five years from now can find it. Rules on what a board may adopt this way vary by state and by your declaration and bylaws. This guide is education, not legal advice, and a resolution that limits how owners use their homes is worth an attorney's review before the vote.

Find your authority before you draft

Every resolution should name the provision that lets the board act. Look in the declaration for the section on rules and regulations and in the bylaws for the list of board powers. If the documents reserve a decision for an owner vote, a board resolution cannot stand in for it. A covenant change, a dues cap written into the declaration or a use restriction in the recorded covenants needs the amendment process those documents set out. State law also requires some policies outright, and boards usually adopt them by resolution. Colorado's C.R.S. 38-33.3-209.5(1)(b) requires associations to adopt policies on nine subjects: collection of unpaid assessments, conflicts of interest, conduct of meetings, enforcement of covenants and rules with a fine schedule, owner inspection of records, investment of reserves, procedures for adopting and amending policies, disputes with owners, and the reserve study. In Texas, Property Code 209.0061(b) requires the board to adopt an enforcement policy that lists the categories of covenants that can draw fines, a fine schedule and information about the hearing owners can request. If your association has never adopted one of these, that is your first resolution.

The parts of a resolution

A board resolution has five parts, and none of them needs legal phrasing to work. - Title and number. Use the year and a sequence, such as 2027-04, and a plain subject line. - Recitals. Short "Whereas" paragraphs that state the authority and the reason. One cites the bylaw or declaration section; one or two explain the problem being solved. - Resolved clauses. Numbered statements of what the board decides. This is the part people will follow, so write it the way you want it enforced. - Effective date and repeal. Say when it starts and which earlier resolution, if any, it replaces. - Certification. The secretary signs a statement that the board adopted it at a meeting on a stated date, with a quorum present and the vote count. Keep the operative words in the resolved clauses. Recitals explain; they do not bind anyone, and a requirement buried in a Whereas paragraph is easy to argue away. Use numbers and names instead of "reasonable," "promptly" or "as needed."

A sample resolution you can adapt

Here is a resolution on a routine money question. Swap in your own association, sections, amounts and dates. "Resolution 2027-04 of the Board of Directors of Cedar Hollow Homeowners Association, Inc. Subject: Reimbursing director expenses. Whereas Article VI, Section 3 of the Bylaws gives the Board authority to manage the business and affairs of the Association; and Whereas directors sometimes pay small Association expenses out of pocket, and the Board has no written standard for repaying them; Now, therefore, the Board resolves that: 1. A director may be reimbursed for an Association expense of up to $250 that was included in the approved budget or authorized by a prior Board vote. 2. Each request must include an itemized receipt and reach the treasurer within 60 days of the purchase. 3. Two officers must approve each reimbursement, and no officer may approve their own request. 4. This resolution takes effect March 1, 2027, and replaces Resolution 2019-02. Certification: I certify that the Board adopted this resolution at a properly noticed meeting on February 18, 2027, with a quorum present, by a vote of 4 in favor, 0 opposed and 1 abstaining. Signed, Secretary, and dated." The whole thing fits on one page. If yours runs to four, part of it probably belongs in a separate policy document that the resolution adopts by reference.

Notice, the meeting and the vote

Circulate the draft with the board packet at least a week ahead so directors argue about wording at home, not at the table. Then put it on the agenda under a description owners will recognize. Texas limits what a board can do outside a noticed meeting. Property Code 209.0051(h) lets a board vote by email or phone on many matters, but not on adopting or amending a dedicatory instrument, fines, assessment increases, the budget and several other items. Those need an open meeting noticed under 209.0051(e): mailed to owners 10 to 60 days ahead, or posted at least 144 hours before a regular meeting and 72 hours before a special one. In Florida, Statutes 720.303(2)(c)2 requires written notice mailed, delivered or electronically transmitted to owners and posted on the property at least 14 days before a meeting where amendments to rules regarding parcel use will be considered. Florida also requires the minutes to record each director's vote or abstention on every matter, under 720.303(3). In Colorado, follow the adoption procedure your own 38-33.3-209.5(1)(b)(VII) policy sets, and remember that C.R.S. 38-33.3-317(1)(c) and (d) make actions taken without a meeting, and the directors' related emails and votes, association records. Our guide on how to write an HOA board meeting agenda covers how to list the item so the notice does its job.

After the vote: sign, file and tell owners

Within a week of the meeting, the secretary should date and sign the certification, scan it, and add it to the resolutions book. That can be a binder or a shared folder, but it needs an index with four columns: number, subject, date adopted and status (in force, amended or replaced). When a later resolution replaces an earlier one, mark the old entry replaced and note the new number. Without that index, boards end up with two conflicting late-fee policies and no one sure which applies. Texas adds a filing step that boards miss. Property Code 202.001(1) counts properly adopted rules and regulations of the association as dedicatory instruments, and 202.006 requires every dedicatory instrument to be filed in the real property records of the county, adding that it has no effect until filed. So a Texas resolution that adopts a rule or policy owners must follow goes to the county clerk, not just the binder. The enforcement policy also has to reach owners under 209.0061(d), either posted on the association's website or sent to owners each year. Keep the signed originals for good. Texas 209.005(m) sets a seven-year minimum for minutes, Florida 720.303(4)(a) makes the current rules and seven years of minutes official records, and Colorado 38-33.3-317(1)(f) lists rules, governance policies and other board policies among the records owners can inspect. Send owners a copy of anything that changes what they can do, and post it where they look.

Mistakes that come back later

These are the ones that cause trouble at a hearing or a home sale. - No authority cited. When an owner challenges the policy, the board has to reconstruct where its power came from. Cite the section in the first recital. - Using a resolution to change a covenant. If the declaration says it, the declaration's amendment process changes it. - Forgetting the repeal clause. The new policy and the old one both sit in the binder, and an owner picks the friendlier one. - Voting by email on something that needs a meeting. In Texas, a rule or fine policy adopted outside a noticed open meeting is exposed. - Skipping the county filing in Texas. A rule that was never filed can be challenged as having no effect. - Writing the resolution at the table. Amendments made on the fly rarely get typed up the same way twice. Circulate the draft early and adopt it as presented or with amendments read into the minutes. For which policies to put in writing first, see our guide on the written policies every HOA board should have.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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