Self appointed board?

At our last meeting of the community we did not have a quorum and our board was up for re-election. 4 of the 5 wanted to stay on and 1 resigned. They have since found one person to replace the resigned position. Rather than call another meeting and take advantage of our descending quorum, or have a vote by mail (allowed by our documents) the board simply assumed that they stay on another year and voted amongst themselves to accept the one volunteer as the 5th member.

WA State law seems pretty clear to me RCW 64.38.025: “The board of directors shall not act on behalf of the association to amend the articles of incorporation, to take any action that requires the vote or approval of the owners, to terminate the association, to elect members of the board of directors, or to determine the qualifications…”

I realize that the 5 there now are the only 5 that want to do it and I doubt anyone would object, but shouldn’t they at least have a vote? At the board meeting tonight I brought up the above state law before they voted and one member who is a lawyer said the state law was just a guideline and we could “contract out of it”. Then they voted to proceed. Am I understanding the RCW incorrectly?
My understanding is that we have 4 board members that carry over from the last board since we didn’t have a vote, but that 5th member is not valid. Couldn’t this get us in trouble if someone objected to a decision of the board? Or am I missing something?

Should I do anything? They were very clear that they wouldn't listen to me. The President said he "didn't want to go through a dog and pony show." I kind of wish I recorded the meeting.

Thanks,

Daryl

Our bylaws says the board can replace a member that resigns for the remainder of their term. In this case the member chose to not re-run, but we haven't had an election for the next term, and it sounds like we won't. Does that allow the board to appoint the replacement for the next term?

I would say the appointment was valid, the Board member effectively resigned when he chose not to run or continue as a Board member when there was no election. You need to read the State Law carefully, in many sections there is the phrase "Unless the governing documents specify a different" or words to that effect. In those sections if your CC&R's specify something different, they would prevail.

If the Board fails to follow either the CC&R's or the law, the simplest and most expedient way to get your point across would be to get volunteers willing to serve and recall them.

Daryl

Is this not an issue where your CCR's and/or Bylaws control, not the state law?

DarylF:
Your attorney is most certainly wrong. If his response is recorded or in writing perhaps you should file a complaint again him with the state bar. And the association should get itself another attorney.
Jeanne

Daryl

Several here seem to think what the BOD did might well be proper. I know by one set of Bylaws I am most familiar said they might/could call and reconvene the Annual Meeting (and yes the quorum amount did decrease) but they did not have to. It said might/could, but not must.

Also with no one running for the BOD, why prolong it? Why not just move on?

I say your best plan of action would be to get candidate(s) to run in the next election rather then fight what has happened. If your so sure the BOD does not follow the laws or Bylaws you should be able to mount a slate of like minded thinkers to run for the BOD.

Hope this helps.

and regardless, our bylaws are written to mirror item 2. even if they are legal, they don't seem right per our documents.

My worry is that someone in the neighborhood could make a fuss over this and bring in lawyers. We are taking a homeowner to court for unpaid dues (never from day 1 of living there) and there are people angry about fines and violation letters. If one knew they could stick it to the HOA (especially the one that doesn't pay dues anyway...) this could screw us.

Plus I'm a stickler for doing things the proper way...