(1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(3) If specifically permitted by the articles of incorporation or bylaws, whenever proposals or directors or officers are to be elected by members, the vote may be taken by mail or by electronic transmission if the name of each candidate and the text of each proposal to be voted upon are set forth in a record accompanying or contained in the notice of meeting. If the bylaws provide, an election may be conducted by electronic transmission if the corporation has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
The Washington State Uniform Common
Interest Ownership Act allows associations created after July 1, 2018 to hold
meetings remotely and virtually. Contact your association’s attorney to see
what your community’s options are for virtual meetings based upon your
governing documents.
Washington
State Uniform Common Interest Ownership Act RCW 64.90.445
Meetings.
(1) The
following requirements apply to unit owner meetings:
(a) A meeting
of the association must be held at least once each year. Failure to hold an
annual meeting does not cause a forfeiture or give cause for dissolution of the
association and does not affect otherwise valid association acts.
(b)(i) An
association must hold a special meeting of unit owners to address any matter
affecting the common interest community or the association if its president, a
majority of the board, or unit owners having at least twenty percent, or any
lower percentage specified in the organizational documents, of the votes in the
association request that the secretary call the meeting.
(ii) If
the association does not provide notice to unit owners of a special meeting
within thirty days after the requisite number or percentage of unit owners
request the secretary to do so, the requesting members may directly provide
notice to all the unit owners of the meeting. Only matters described in the
meeting notice required in (c) of this subsection may be considered at a
special meeting.
(c) An
association must provide notice to unit owners of the time, date, and place of
each annual and special unit owners meeting not less than fourteen days and not
more than fifty days before the meeting date. Notice may be by any means
described in RCW 64.90.515. The
notice of any meeting must state the time, date, and place of the meeting and
the items on the agenda, including:
(i) The
text of any proposed amendment to the declaration or organizational documents;
(ii) Any
changes in the previously approved budget that result in a change in the
assessment obligations; and
(iii) Any
proposal to remove a board member or officer.
(d) The
minimum time to provide notice required in (c) of this subsection may be
reduced or waived for a meeting called to deal with an emergency.
(e) Unit
owners must be given a reasonable opportunity at any meeting to comment
regarding any matter affecting the common interest community or the
association.
(f) The
declaration or organizational documents may allow for meetings of unit owners
to be conducted by telephonic, video, or other conferencing process, if the
process is consistent with subsection (2)(i) of this section.
(2) The
following requirements apply to meetings of the board and committees authorized
to act for the board:
(a)
Meetings must be open to the unit owners except during executive sessions, but
the board may expel or prohibit attendance by any person who, after warning by
the chair of the meeting, disrupts the meeting. The board and those committees
may hold an executive session only during a regular or special meeting of the
board or a committee. A final vote or action may not be taken during an
executive session.
(b) An
executive session may be held only to:
(i)
Consult with the association's attorney concerning legal matters;
(ii)
Discuss existing or potential litigation or mediation, arbitration, or
administrative proceedings;
(iii)
Discuss labor or personnel matters;
(iv)
Discuss contracts, leases, and other commercial transactions to purchase or
provide goods or services currently being negotiated, including the review of
bids or proposals, if premature general knowledge of those matters would place
the association at a disadvantage; or
(v)
Prevent public knowledge of the matter to be discussed if the board or
committee determines that public knowledge would violate the privacy of any
person.
(c) For
purposes of this subsection, a gathering of members of the board or committees
at which the board or committee members do not conduct association business is
not a meeting of the board or committee. Board members and committee members
may not use incidental or social gatherings to evade the open meeting
requirements of this subsection.
(d)
During the period of declarant control, the board must meet at least four times
a year. At least one of those meetings must be held at the common interest
community or at a place convenient to the community. After the transition
meeting, all board meetings must be at the common interest community or at a
place convenient to the common interest community unless the unit owners amend
the bylaws to vary the location of those meetings.
(e) At
each board meeting, the board must provide a reasonable opportunity for unit
owners to comment regarding matters affecting the common interest community and
the association.
(f)
Unless the meeting is included in a schedule given to the unit owners or the
meeting is called to deal with an emergency, the secretary or other officer
specified in the organizational documents must provide notice of each board
meeting to each board member and to the unit owners. The notice must be given
at least fourteen days before the meeting and must state the time, date, place,
and agenda of the meeting.
(g) If
any materials are distributed to the board before the meeting, the board must
make copies of those materials reasonably available to the unit owners, except
that the board need not make available copies of unapproved minutes or
materials that are to be considered in executive session.
(h) Unless
the organizational documents provide otherwise, fewer than all board members
may participate in a regular or special meeting by or conduct a meeting through
the use of any means of communication by which all board members participating
can hear each other during the meeting. A board member participating in a
meeting by these means is deemed to be present in person at the meeting.
(i)
Unless the organizational documents provide otherwise, the board may meet by
participation of all board members by telephonic, video, or other conferencing
process if:
(i) The
meeting notice states the conferencing process to be used and provides
information explaining how unit owners may participate in the conference
directly or by meeting at a central location or conference connection; and
(ii) The
process provides all unit owners the opportunity to hear or perceive the
discussion and to comment as provided in (e) of this subsection.
(j) After
the transition meeting, unit owners may amend the organizational documents to vary
the procedures for meetings described in (i) of this subsection.
(k)
Instead of meeting, the board may act by unanimous consent as documented in a
record by all its members. Actions taken by unanimous consent must be kept as a
record of the association with the meeting minutes. After the transition
meeting, the board may act by unanimous consent only to undertake ministerial
actions, actions subject to ratification by the unit owners, or to implement
actions previously taken at a meeting of the board.
(l) A
board member who is present at a board meeting at which any action is taken is
presumed to have assented to the action taken unless the board member's dissent
or abstention to such action is lodged with the person acting as the secretary
of the meeting before adjournment of the meeting or provided in a record to the
secretary of the association immediately after adjournment of the meeting. The
right to dissent or abstain does not apply to a board member who voted in favor
of such action at the meeting.
(m) A
board member may not vote by proxy or absentee ballot.
(n) Even
if an action by the board is not in compliance with this section, it is valid
unless set aside by a court. A challenge to the validity of an action of the
board for failure to comply with this section may not be brought more than
ninety days after the minutes of the board of the meeting at which the action
was taken are approved or the record of that action is distributed to unit
owners, whichever is later.
(3)
Minutes of all unit owner meetings and board meetings, excluding executive
sessions, must be maintained in a record. The decision on each matter voted
upon at a board meeting or unit owner meeting must be recorded in the minutes.
[ 2019 c
238 § 210; 2018 c
277 § 310.]