Should it be unanimously votes to agree if there’s new Bylaws need to pass?

Observations:

-- At this point, the corporation does still exist, but Washington statutes highly limit what the corporation can lawfully do. From RCW 23B.14.050: "A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: [see the rest at https://app.leg.wa.gov/rcw/default.aspx?cite=23B.14.050]"

-- On the other hand, the association is a creature of the covenants. Also, and this is important, the covenants do not go away just because the corporation is in the process of fully terminating, or even if the corporation ceases to exist. The covenants are still enforceable, with some caveats that will depend on the wording.

-- the association is likely still subject to the state's HOA statutes. (RCW 64.38 for one says a HOA does not have to be incorporated.)

-- Do the covenants require the association to be incorporated? The covenants often do. Hence the board has a legal duty to file as a 'new entity' (meaning simply a new corporation).

-- Filing as a new entity means coming up with Articles of Incorporation. For strong legal reasons, I advise using the old Articles of Incorporation and the new corporation's new Articles of Incorporation.

-- Did someone ask the Secretary of State whether it perhaps has a copy of the original bylaws?

-- Did someone check with the county to see if per chance the bylaws were recorded with the county? That is not usual but it does happen sometimes.

-- Regarding what happens to the old bylaws: For various, strong legal reasons, I believe the board is obliged to continue with the bylaws in place when the administrative dissolution occurred. If these bylaws absolutely cannot be found, then RCW 24.03A.125 ways "The board shall adopt initial bylaws for the corporation.

-- Some study of state statutes and the covenants is needed to begin to figure out how to proceed. The land mines here are huge.

-- This is only an introduction. It is of the essence that your board seek the advice of counsel post haste.

Thank you so much for the bounty of information. We do have an expired CC&R covenants will be automatically extended for successive periods of 10 year. I totally abide what I signed on and acknowledge of its perpetual existence. What bother us is the CC&R voting threshold and procedures are defined according to bylaw. Now the other members ( former HOA officials) can not find bylaw and want to have a new one which maytotally changes the threshold and procedures. I believe what I committed is the old Bylaw which I have never seen either. Thus wish the unanimously vote approval is required for what I didn’t voluntarily signed for. Much appreciated for any inputs.

Assume my position is I do not desire bylaws or an HOA and the other 11 owners do. Why do I or any one owner get a veto?

Thank you for the input. We do have a HOA ( maybe unincorporated now since the WA state dissolved the original one). Over the 7 years in which the HOA failed to Washington regulations, the HOA which has never reelected continues to collect/increase HOA fees and extra assessments without following the voting requirements of CC&R. We paid all the assessments. Just want to make sure the new bylaws follows the original one we committed and will not inviting any legal fight, and legal fees, still wondering can the unincorporated HOA just pass new bylaws which guide the voting threshold of quorum without respecting everyone’s legal right. Much appreciated.

These inputs are insightful and informative. Highly appreciated. Yes, we want to avoid that no
rules enforced without authority, no selectively enforced rule, and no rulers enacted w/o majority votes. Thank you!!!

Much appreciated for the advice. I will definitely share with our community and pray for the best communication. Thank you!!!

Replied to KerryL1
Thank you for pointing out this. What I mean is the HOA board members which consists of the president, the treasure, and the architectural committee ( consist of the president, treasurer and one more member)
They were elected back 2000even though there were some old meeting minutes back in 2000 mentioned of reelection of board committee needed after two years turn.
The missing of bylaw makes all the rules which the HOA board needs t abide disappeared. The fact that the same people are asking to pass a totally new bylaw concerns some of us( as minorities ) that the board ( which had been dissolved by WA state) is creating their own new rule. That’s why I am here to learn what’s our legal rights as minorities. Thank you!

I am the Queen of typos, Emma! But now I must ask: in what sense are some of you "minorities?'

Is it possible that you have Bylaws and rules mixed up??

Reply to EllenN
Much appreciated for your knowledgeable comments. One more question seeking for your advice.

Though our original HOA was dissolved by Washington state, still it hasn’t (and maybe will not) gone through the required disclosure in Washington. Does it mean my community has two HOA now with the registration of new corporation for HOA with new bylaws ( if passed, but what voting threshold ?)and the old one which hasn’t meet the required disclosure? What’s the correct procedure for the a HOA administration dissolved as well as missed the 5 years of reinstating period by the states to continue?
Thank you!

Replied to ELleN

Thanks so much again.
I just read the following
So while they may not be able to revive the old HOA, a new one could be formed to take its place under the same exact provisions that they old one had since they have already been established. The owners have already agreed to be subject to a HOA when they purchased homes in the development so their approval isn't required as the CCRs continue indefinitely.
Wish our exact provisions- bylaws still exist, and old folks like us have the budget for attorneys’ Fee. LOL
Thank you for taking time to answer my question!!!