Definition in Nonprofit Act: bylaws

What goes in the bylaws versus the CC&Rs?

Consistent with traditional practice in HOAs, and consistent with the typical meaning and use of bylaws in a corporate sense, the best practice is for bylaws to provide for the administration of the association (which is usually a nonprofit corporation), namely the procedures, rights and obligations associated with the corporate structure of the association while the declaration establishes the rights and obligations that are associated directly with the property itself.

So, the bylaws should contain the procedures and processes of voting, meetings, officer duties, and so forth.  The declaration should contain the rights of individuals to use the property, should govern how the property may be used, and should contain the obligations to maintain and repair the property and to pay for administration of the property.  This practice provides a clearer distinction between the purposes and content of the declaration versus the bylaws, a distinction which is all the more important when an association's bylaws have a different, often lower, percentage of votes required to amend them than the declaration.

Who must execute the initial bylaws?

For a condominium project, the declarant, as owner of the land consisting of the project signs the initial bylaws.  See Section 57-8-10(8), which says "The declaration, bylaws, and condominium plat shall be duly executed and acknowledged by all of the owners and any lessees of the land which is made subject to this chapter."  There is no parallel requirement in the Community Association Act, but that act does require "an association" to file its bylaws for recording before the first lot is sold.  (Utah Code Section 57-8a-216).  It seems to follow that if the association is responsible for recording the bylaws, that it is the association that executes the initial bylaws in a community association. 

The Nonprofit Corporation Act allows the incorporator to adopt initial bylaws if no directors have been elected, or if the board is in place, the board may adopt the initial bylaws.  If the bylaws contain any servitudes affecting the property (which they shouldn't, see above), all of the owners of any part of the property should sign the initial bylaws, as well as the incorporator or authorized board member.