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DavidD31 (Washington)
Posts: 18
Posted:
Our HOA Board wants to increase our monthly assessment from $20 to $80 based on the needs of our budget and Reserve Fund. We are a residential Non-Profit Corporation HOA, not a Condominium HOA. The developing agency that initially created the HOA set the assessment at $20 with no regard for what it will cost for insurance, landscaping, private road maintenance, etc. We were set up for failure. The Board has been told that they can list the $80 in the budget to be ratified, and under WUCIOA rules RCW 64.90.525 if a majority shows up to the meeting and rejects the budget, it goes back to the old budget. BUT, if there aren't enough votes to reject the budget, or a majority doesn't show, because there is no quorum needed for a Budget Ratification meeting, the budget is ratified with the new higher assessment. They were told WUCIOA supersedes CCR's. The CCR's state that for an increase of assessments, the greater of 5% or current Consumer Price Index needs a 2/3 vote of all the members to approve the higher assessment. If it is 5% or CPI, or lower, it doesn't need a vote from the membership and can be ratified in the budget meeting.

The question I have, I found RCW 24.03A.360(1) which reads, "(1) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles or bylaws. Particular dues, assessments, and fees may be imposed in the articles or bylaws or by resolution of the board, subject to any membership approval required under RCW 24.03A.695(1), on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws or by resolution of the board."

RCW 24.03A.695(1)(c) reads, "(1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws: (c) Under RCW 24.03A.360, levying dues, assessments, or fees on some or all of the members;"

So if I'm understanding the laws correctly, they can not raise the dues above the parameters the CCR's set (5%) without 2/3 of all the members vote in Good Standing. Once the assessment increase is approved by the membership, THEN RCW 64.90.525 is applied to ratify the budget with the new member-approved assessment increase listed. Does this look like I'm interpreting this correctly?

The management company told the Board that WUCIOA takes precedence over the CCR's. But when I asked the management company about the other laws, they said RCW's 24.03A, 64.38, 64.90 and the governing documents all work together. But when it comes to the budget process 64.90 controls.

This sounds to me that what I'm understanding the law to be are correct, that there MUST be a vote to approve the higher assessment first BEFORE it goes into the budget to be ratified under WUCIOA law.

Any HOA lawyers willing to chime in on this without a fee?? We are desperate here to get an answer quick.

Thank you.
MichaelT21 (Arkansas)
Posts: 200
Posted:
I'm not an attorney nor play one on TV. However...

The standard process is that the Board approves the budget, and then it is distributed to homeowners and all homeowners are invited to a budget ratification meeting. At the budget ratification meeting, the budget is ratified unless more than 50% of all homeowners show up and vote down the new budget. If they vote down the budget, then the Board will need to approve a different budget and hold another budget ratification meeting where homeowners have the opportunity to vote down the budget.
DavidD31 (Washington)
Posts: 18
Posted:
I completely understand the budget process. However, I don't think WUCIOA supersedes RCW 24.03A.360. I believe both laws must be followed. RCW 24.03A.360 is about getting approval for an increase in assessments from the membership, and RCW 64.90.525 (WUCIOA) is about ratifying the budget with the new member-approved assessment listed in the budget. I'm trying to get clarification on that.
TimB4 (Tennessee)
Posts: 21,059
Posted:
David,

I am not an attorney and I doubt anyone who is would admit that they are on this forum due to liability concerns.
If you want a legal opinion, you will need to consult a local attorney.

The order of precedence for HOAs are:

Federal Laws
Federal Regulations
State Laws
State Regulations
County Codes
City Ordinances
Deed Restrictions (aka Covenants, Declaration of Covenants Conditions and Restrictions, CC&Rs, etc.)
Articles of Incorporation
Bylaws
Resolutions (formal rules/regs adopted by the Association - Architectural Guidelines as an example).

If a lower document conflicts with a higher document, the higher document controls (must be followed) unless it defers control to a lower document.

As I read it, RCW 24.03A.360 simply gives the corporation authority to levy assessment and fees on members of the corporation as outlined in the Articles of Incorporation or Bylaws.

RCW 24.03A.695 actually defers control back to the Articles of Incorporation or Bylaws concerning amending provisions in the bylaws (the bolder portion defers control to the Association vs this section of statute):

(1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws:

If the Articles of Incorporation or Bylaws are silent on this topic, then this section of statute must be complied with.

With all of that said - It's likely that the authority for levying assessments comes from your CC&Rs. Expecting that to be the case, the corporate statutes don't come into play because, as you posted, RCW 64.90.525 specifies how a board budget is ratified.

Combine all of this with the language in RCW 64.90.080, which states [emphasis added]:

(2) Except to the extent provided in this subsection, the sections listed in subsection (1) of this section apply only to events and circumstances occurring on or after July 1, 2018, and do not invalidate existing provisions of the governing documents of those common interest communities. To protect the public interest, RCW 64.90.095 and 64.90.525 supersede existing provisions of the governing documents of all plat communities and miscellaneous communities previously subject to chapter 64.38 RCW.

Therefore, in my opinion, if you want to defeat an increase you will need to gather support and have the votes to not ratify the budget at the meeting.

NOTE: Prior to doing that, you should also determine why the increase is needed. You did specify reserves in your initial posting. I know that if the reserves are not properly funded, special assessments will need to be required in order to maintain, repair or replace anything the reserves can not cover. It's best to pay a little bit more each month then have a lot to pay all at once. Similar to saving for college or a new roof.

Hope this helps,

Tim

TimB4 (Tennessee)
Posts: 21,059
Posted:
Let me try and word what I posted differently.

You are correct that the corporate statute would come into play in amending the governing documents concerning assessments.

However, because RCW 64.90.080 clearly specifies that the budget process outlined in RCW 64.90.095 and 64.90.525 supersedes the governing documents, the corporate statutes, which discuss amending the governing documents for assessments, does not come into play because what is written in the governing documents concerning budgets and increasing assessments do not control and the procedure outlined in RCW 64.90.095 and 64.90.525 must be complied with.
MichaelS56 (Minnesota)
Posts: 859
Posted:
Please keep in mind that your HOA has two different budgets. One is operating and one is Repalcement Reserve. You will need to have enough money in both for different purposes. Private roads maintenance is usually paid out of Replacement Reserve while insurance is paid out of Operating. Watch out that you are not underfunding either budget.
ElleN (Idaho)
Posts: 4,420
Posted:
David, was your HOA created on or after July 1, 2018?

I looked at what David wrote. I looked at what Tim wrote (which helped sort things out). I think Tim's correct that RCW 24 does not have anything relevant here. Also I do not think RCW 64.38 is relevant (due to this HOA likely being built after 2018). Finally RCW 64.90.080 is about HOAs built before July 1, 2018 and I bet is not relevant.

The key here seems to be what RCW 64.90.525 and the CC&Rs say. I say the statutes, CC&Rs and the math support David being correct: There has to be two votes. But to ensure compliance with both the statute and Declaration, there are some caveats. Per the CCRs, there has to be a vote to approve the (sizable) assessment increase (at least 2/3rds of all owners must approve). There has to be another vote to give owners a chance to reject the budget (a majority of all owners can get the budget rejected). The question is whether both votes must occur on the same day. I say trying to have both votes on the same day might be unwise.

It is possible the assessment increase will get the 2/3rds vote and so be approved but the budget will be rejected (because maybe someone does not like a certain line item in the budget). This sends the board back to the drawing board.

It is possible the assessment increase will have say 55% supporting it and so fail (per the CC&Rs), but then the 55% can ensure the budget passes (per RCW 64.90.525). Now a contradiction arises: Under RCW 64.90.525, the budget passed, but implementing the budget violates the CC&Rs' requirements. What should the HOA do? If the assessment increase vote fails, then the Board has to go back to the drawing board and figure out what the assessment should be so that either the 2/3rds vote will be achieved or the assessment increase is so small that no vote is needed.

The HOA ought to try to get buy-in on the assessment increase in advance. Repetition over several meetings helps.
DavidD31 (Washington)
Posts: 18
Posted:
Ellen,

Our HOA was created in 2017. I discovered that RCW 64.90 does not require HOA's prior to July 1, 2018 to be enforced under this RCW with the exception of RCW 64.90.525 for the Budget Ratification process. From my understanding, we can "opt-in" to be enforced under this entire law. Based on that information I felt strongly that I needed to consult with an attorney to make sure what I was interpreting was correct. Since I had very little time (4 days) to meet with the attorney before the Budget Ratification meeting (without the vote of the membership to raise the assessment over the 5% or CPI) I contacted the other 4 Board members to see when they could meet with the attorney since she wanted to talk with the whole Board. She would not meet after working hours or on weekends to accommodate us working folk. I got back 2 responses with a scheduled time that would work. I sent out a text to the Board asking them to send me questions if they could not make the meeting. I scheduled and paid the attorney. Not once prior to or after I scheduled the meeting (I'm the President of the HOA), did I get a response to cancel the meeting or request to get approval to pay for the attorney. The Budget Ratification meeting had been postponed once, and I had requested to postpone it a second time but was out-voted by the Board before I decided to consult an attorney.

The attorney confirmed that I must follow the CCR's and RCW 24.03A.360 to get a majority vote to raise the assessments. So I created a Limited Proxy Form for members to tell us how they would vote if they were not able to be at the meeting. I sent out an email to the members and explained that as Chair of the meeting, I must follow the law as I understand it, and the attorney had explained was correct, and will have this vote to raise the assessments rather than the Budget Ratification meeting. The members plus proxies showed up! More than any other meeting. The motion was to raise assessments to $80, it was seconded by a member that was in support of other Board members wanting the $80. The motion was discussed and amended to a much lower amount and voted on, then the new motion was voted on with 2/3 with the proxies and was passed.

Then to my shock, as I was Chairing the meeting, the person who seconded the $80 made a motion to remove me as President for not getting approval from the rest of the Board to pay for an attorney. As a Chair, I'm supposed to be impartial, and didn't do a very good job at it trying to defend my position. I was not prepared at all. The motion was postponed for a future Special Meeting due to time and will be coming up soon. I can't find anywhere in the laws that deal with a President or Board member consulting with an attorney without the approval of the Board in an emergency. As far as I'm concerned, the 2 Board members that responded with their schedule and attended the meeting were "implied consent". Secondly, I found a couple of articles from law firms that say the following and I'm wondering if anyone here can confirm if it applies to Washington State.

Here are the articles I found, specifically number 3.

=============

https://www.calalaw.com/blog/hoa-legal-counsel/

“What are the roles of HOA board members? When an individual serves on an HOA board, their role governs the HOA and enforces its governing documents. When seeking legal advice, an HOA board member can serve the following positions:

1. A board member can vote on whether to seek legal counsel: Every HOA board member can vote on whether the association should take legal action in a certain situation.

2. A board member can seek legal advice for the HOA: A board member can be authorized to seek legal counsel on behalf of the HOA. This authorization should be noted in the minutes, records, or board resolution, along with agreed-upon limitations.

3. A board member may be able to go outside the board vote in an emergency: When immediate legal counsel is needed, a board member may be able to go outside of what has been voted for or agreed upon. This individual is generally the HOA board president. However, the HOA board may consider ratifying this authorization.

Every board member should keep in mind that seeking legal advice is for the association, not for any of the individual representatives.”

+++++++++

https://www.pdsaz.com/three-ways-seek-legal-advice-hoas/

“You should also consult your association’s governing documents. …if there isn’t a specific protocol in the association’s governing documents, you have the following options:

1. The board can authorize a specific officer – such as the HOA Board President – even a committee or employee (e.g. manager), to seek legal advice on behalf of the association at their discretion. It should be noted that if the HOA Board authorizes a specific officer, committee, or employee to seek legal advice, at their discretion, such authorization should be included in the association’s records, minutes, or board resolution. There should also be agreed-upon limitations, such as financial limits. If the board authorized only certain board members as the point of contact for legal issues, direction should be provided to the association’s attorney.

2. The entire HOA Board can vote whether to seek legal advice in any given circumstance.

3. A board member, ideally the HOA Board President, can likely go outside of an agreed-upon protocol or board vote in emergency circumstances, such as when immediate legal advice is needed. However, the board should also consider ratifying this potential authorization in meeting minutes.

Regardless of the method your HOA Board uses to seek legal advice, members should remember that it is being sought on behalf of the association – not on behalf of any individual board member or owner.”

==============

Sorry for my long explanation. I felt the Budget Ratification was unlawful and was trying to do the right thing for the members just as RCW 64.38.025 states:

"Except as provided in the association's governing documents or this chapter, the board of directors shall act in all instances on behalf of the association. In the performance of their duties, the officers and members of the board of directors shall exercise the degree of care and loyalty required of an officer or director of a corporation organized under chapter 24.03A RCW."

I feel my hands were tied since I was outvoted to postpone the meeting, and would've been outvoted to consult an attorney if we had enough time to meet as a Board and decide. Our emergency Board meeting would have had to be on the weekend when the attorney is unavailable. So I did what I felt was in the best interest of the community, to give them a LAWFUL VOTE, A CHOICE.

By the way, if I hadn't gone door to door to hand out proxies, and was forced to do the Budget Ratification meeting without attorney confirmation, the Budget Ratification would have passed with an $80 assessment. $325 attorney fee vs. $80 per month.

Thanks for reading. Interested in your thoughts.
DavidD31 (Washington)
Posts: 18
Posted:
Let me phrase this another way, $325 attorney fee split among all the members vs. $80 per month per member. We have 35 members.
MaxB4
Posts: 3,513
Posted:
From what I read, anything over 5% or the CPI, then 2/3 of the membership would need to approve, period.

In California, we can increase up to and including 20%, a penny over requires membership approval.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By DavidD31 on 01/13/2023 6:32 PM
the person who seconded the $80 made a motion to remove me as President for not getting approval from the rest of the Board to pay for an attorney.

well what do your bylaws state about removing an officer? Are you also a director?
I think officers can be removed by the board, but board members can't be removed unless the entire community votes on it.
chekc your states non profit laws as well.

good luck, if they do kick you out, please run at the next election cycle your community needs fair people like yourself and not those sell serving loosers that want to kick you out.

vis ta vie
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By DavidD31 on 01/13/2023 6:32 PM

The attorney confirmed that I must follow the CCR's and RCW 24.03A.360 to get a majority vote to raise the assessments. So I created a Limited Proxy Form for members to tell us how they would vote if they were not able to be at the meeting.
I don't agree about RCW 24.03A.360. I also have doubts you (your board?) followed the law with regard to proxies.

Your thread has added a number of new issues. It's best to start another thread.
DavidD31 (Washington)
Posts: 18
Posted:
Well, I can't really hire an attorney on HOA funds to make sure what they are doing is correct. That is the very nature of them wanting to remove me and I'm sure the Board will not approve it if I ask at our Board meeting. So if they do force me out, I will run again as Wendy suggested. This is my community as well as theirs and I do not want to see it go downhill because a few Board members want to run a Kangaroo Court. Our meetings are run by Democratic Rules of Order per the CCR's and they have never taken the time to even read through the 40+ pages.

We are officers / directors. So, yes, the Bylaws do address removal of directors and officers.

"Section 2. Removal And Resignation. Any Officer may be removed, either with or without cause, by a majority of the Directors in office at the time, at any regular or special meeting of the Board of Directors."

"Section 5. Removal And Resignation. Any Director may be removed, either with or without cause, by a majority vote of the Voting Members present at any regular meeting of the Members, or a special meeting of the Members called for such purpose."
KerryL1 (California)
Posts: 14,550
Posted:
So the Board may vote to remove you as the president. Only the owners (members) can remove you from the board as a director. How many are on your Board?

I agree with ElleN that you start a new thread on this topic. Do WA statutes, btw, define "emergency?"

Form what you've written, David, you see to be bring to do the right thing.
MaxB4
Posts: 3,513
Posted:
Quote:
Posted By KerryL1 on 01/14/2023 2:08 PM
So the Board may vote to remove you as the president. Only the owners (members) can remove you from the board as a director. How many are on your Board?

I agree with ElleN that you start a new thread on this topic. Do WA statutes, btw, define "emergency?"

Form what you've written, David, you see to be bring to do the right thing.

You do realize that with your new Bylaws, a rogue board, the ones you don't like, can remove a sane (good) board member if they don't follow a decision they made?

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