RCW 64 and RCW 24

What is RCW?

Revised Code of Washington

See: RCW 64 REAL PROPERTY AND CONVEYANCES

and

RCW 24 WASHINGTON NONPROFIT CORPORATION ACT

That thinking is sound


The highlighted section is incorrect. Things can be added by amending the document.

Additionally, it's how you write the document that counts. Typically the governing documents will specify specific committees like the Architectural committee, Election Committee and Nomination Committee. However, there is always some language that allows the Board to create additional committees as they see fit.

RCW 24.03.065 specifies that "A corporation may have one or more member committees. The creation, makeup, authority, and operating procedures of any member committee or committees must be addressed in the corporation's articles of incorporation or bylaws."

Therefore, consider the following (taken from our Bylaws but would, I believe, satisfy your statute):

Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members of the Association.

The Board of Directors shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the President shall appoint other ad hoc committees as deemed appropriate in carrying out it’s purpose.


Roberts Rules of Order only apply if there is something in writing specifying that the Association shall operate under RRO.

As for voting, are you allowing cumulating the votes? The statute defers to the Bylaws.
Majority of what? The membership, votes cast, members in attendance, voting authority?

Or, do you mean to say that elections are done by plurality voting?

From sec.gov website:

A "plurality vote" means that the winning candidate only needs to get more votes than a competing candidate. If a director runs unopposed, he or she only needs one vote to be elected, so an "against" vote is meaningless. Because of this, shareholders have the option to express dissatisfaction with a candidate by indicating that they wish to "withhold" authority to vote their shares in favor of the candidate. A substantial number of "withhold" votes will not prevent a candidate from getting elected, but it can sometimes influence future decisions by the board of directors concerning director nominees.

A "majority vote" means that directors are elected only if they receive a majority of the shares voting or present at the meeting. In this case, you have the choice of voting "for" each nominee, "against" each nominee, or you can "abstain" from voting your shares. An "abstain" vote may or may not affect a director's election. Each company must disclose how "abstain" or "withhold" votes affect an election in its proxy statement. This information is often found toward the beginning of the proxy statement under a heading such as "Votes Required to Adopt a Proposal" or "How Your Votes Are Counted."


That is standard. However, it's sometimes difficult to explain to the membership who often see a Director and Officer as the same job.


See my earlier post about precedence. When, as your example on notices showed, there is competing requirements (but not a conflict) you need to comply with the one that has the strictest requirement (as you did).


It's always good to have a legal review.
The Board/committee makes the draft and has legal review it.
The Board/committee would then make changes based on the legal review.


If your asking what number of votes are needed to adopt the new bylaws, the answer would be in your old bylaws. Your old bylaws are the once currently in force and must be complied with (unless there is a conflict). If you need 2/3 to approve an amendment, then that is what you need to approve the proposed bylaws.

Marie-jeanneP,

I am confused and hope you can enlighten me. Did the CC&R's recorded in 1973 require owners to be members of an HOA? Your post implies that there was a requirement to pay assessments to an association but it appears that no one did so for some 38 years as there was no association established.

One thing that I would find troubling is that even if there was a requirement in the 1973 CC&R's for owners to be members of an HOA and pay assessments, it sounds like 100% of the owners ignored that requirement for 38 years. Given those circumstances it would seem that the owners constructively amended the terms of the CC&R's. "Constructively" means that the owners acted in a manner contrary to the written agreement and did so in such large numbers for such a long period that the written terms would no longer be enforceable. I think it would be hard to sell a judge on the idea that the owners agreed to terms that were ignored for nearly four decades.

Thank you for your answer. There is no time limit on the CC&Rs, they are valid till they are amended. Article I Definitions Section 1 reads: "Association" shall mean and refers to the Cedars Homeowners' Association, its successors and assigns. The fact that for so many years the Association has been dormant doesn't mean that it didn't exist. The neighborhood has changed over the last ten years, and the newcomers as well as many of the old timers have wanted to have those CC&Rs enforced, have the association incorporated (that passed with 66.66 % votes) and bylaws written. As of today, 80% of the owners have paid their assessment. We do have a set of bylaws dating from 2011, adopted by the original board of directors (9), the problem has been that they do not really comply with the Revised Code of WA (both the 64 and 24). The 2013 bylaws garnered a majority (22/19), but because everyone was under the impression that the 66.66% was requested, they were shot down. And no, we do not request a 2/3 majority to adopt those proposed bylaws, we only need a majority of a quorum as the 2011 bylaws say: "These bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy". So wish us luck on Sunday!