RCW 24.03A.695 Bylaw amendments requiring every member approval.

Started by EmmaT1 • 19 replies • 220 views

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EmmaT1
Posts: 30

Posted:

I asked a question about my unincorporated HOA ( being dissolved by Washington State) can’t find the Bylaw earlier. It turned out there was never bylaw existed. The claimed HOA had done several things against CC&R over 40 years.

Now my question is according to
RCW 24.03A.695

Bylaw amendments requiring member approval.

(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:
(a) That would eliminate any existing right, power, or privilege of membership contained in the bylaws;
(b) Under RCW 24.03A.345, providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships[,] or other matters;
…
(2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection (1) of this section to the corporation.

Does it mean unanimously approve of the New bylaw is required under RCW?

Thanks for your input.

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By EmmaT1 on 03/08/2025 7:45 PM
I asked a question about my unincorporated HOA ( being dissolved by Washington State) can’t find the Bylaw earlier. It turned out there was never bylaw existed. The claimed HOA had done several things against CC&R over 40 years.

Now my question is according to
RCW 24.03A.695

Bylaw amendments requiring member approval.

(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:
(a) That would eliminate any existing right, power, or privilege of membership contained in the bylaws;
(b) Under RCW 24.03A.345, providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships[,] or other matters;
…
(2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection (1) of this section to the corporation.

Does it mean unanimously approve of the New bylaw is required under RCW?

Thanks for your input.

How do you know articles never existed? Normally the articles are recorded and should be available.

The law states without approval of the class or classes of the members affected. This means 50%+1. It does not say every owner or all the owners.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By EmmaT1 on 03/08/2025 7:45 PM

Does it mean unanimously approve of the New bylaw is required under RCW?

Thanks for your input.

In my opinion, no. It would require a number outlined in the bylaws to amend.

A members right is outlined in your CC&Rs, existing bylaws, articles of incorporation and applicable laws.

Typically these include: Voting to amend governing documents, electing directors, use of common area, inspection of Association records, etc.
Some Associations might have a right to ratify a budget, approve increases to assessments and approve special assessments.

If your Association was reinstated, then the previous bylaws would apply.
If your Association registered as a new corporation an argument can be made that past bylaws only applied to the previous company and the board would adopt the initial set.
Same would go with the Articles of Incorporation (as they would follow the corporation)

Bylaws might be recorded with the corporation commission or your county courthouse. However, that is not the norm.

Articles of Incorporation are typically filed with the State corporation commission.
I took a look and this is the case with Washington State.
Look up your Association, click view documents and you might be able to see them.

Washington corporations and charities filing system (scroll down to corporation search)

EmmaT1
Posts: 30

Posted:

Replied to DeanJ
It is a fact that there never had bylaws existed in my HOA. The currently unincorporated HOA checked everywhere and every one who is and had lived in the community. The original board is still in the community and they finally came to the realization that there was never bylaws existed.

My question is the RCW24.03A.695
2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection.

There is “every” class or classes

And the fact that our unincorporated HOA now Initiats totally new bylaws does apply to (a) That would eliminate any existing right, power, or privilege of membership since the board official will be able to legally adopt the new rules not in CC&R on us, the members if the new bylaw’s passed.
Thus, I believe unanimously approve of the New bylaw is required under RCW 24.03A.695 2)
It will a vote on totally new bylaws.
Thanks again for your input. Much appreciated

EmmaT1
Posts: 30

Posted:

Reply to TimB4.

It will be a vote on new bylaws that the unincorporated HOA initiated to make the HOA a legally corporate HOA.

It is a fact that there never had bylaws existed in my HOA. The currently unincorporated HOA checked everywhere and every one who is and had lived in the community. The original board is still in the community and they finally came to the realization that there was never bylaws existed.and the administration's dissolved HOA did operate under no bylaws for 40 years until failing annually reporting for 7 years.

Since I can’t not find anything about. New bylaws being initiated and voted ( no bylaws before equals no rules for voting threshold)
I was wondering if the RCW24.03A.695 can or can’t apply to our current voting threshold requirements.
2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection.

The fact that our unincorporated HOA now Initiates the totally new bylaws does apply to (a) That would eliminate any existing right, power, or privilege of membership since the board official will be able to legally adopt the new rules not in CC&R on us, the members if the new bylaw’s passed

Thus, i hope unanimously approve of the New bylaw is required under RCW 24.03A.695 2), or I would like to learn what kind of voting threshold for a new bylaws from the discussion on HOA talk.com since I have be able to budget for a attorney. LOL

Thanks again for your input. Much appreciated

TimB4 (Tennessee)
Posts: 21,059

Posted:

Emma,

You need to look at RCW 24.03A.125:

(1) The board shall adopt initial bylaws for the corporation.

The section you cited specifies amending the Bylaws.

You posted that your Association never had a set of Bylaws.
Per the applicable corporate statute, the Board adopts the first set.

Additionally, if your Association is still unincorporated, that statute would not apply to your Association.

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By EmmaT1 on 03/09/2025 4:38 AM
Replied to DeanJ
It is a fact that there never had bylaws existed in my HOA. The currently unincorporated HOA checked everywhere and every one who is and had lived in the community. The original board is still in the community and they finally came to the realization that there was never bylaws existed.

My question is the RCW24.03A.695
2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection.

There is “every” class or classes

And the fact that our unincorporated HOA now Initiats totally new bylaws does apply to (a) That would eliminate any existing right, power, or privilege of membership since the board official will be able to legally adopt the new rules not in CC&R on us, the members if the new bylaw’s passed.
Thus, I believe unanimously approve of the New bylaw is required under RCW 24.03A.695 2)
It will a vote on totally new bylaws.
Thanks again for your input. Much appreciated

Before a developer sells units in an HOA community, they have prepared and file documents. Those documents are usually recorded in a state or county recorders office.

In those documents, classes of owner would have been defined. Normally Class A and B. One is the developer.

While you are struggling to make the law to conform to what you want it to say, it doesn’t. A class under any interpretation is a group, not an individual.

ElleN (Idaho)
Posts: 1,334

Posted:

Quote:

Posted By EmmaT1 on 03/08/2025 7:45 PM
It turned out there was never bylaw existed.

RCW 24.03A.125
Bylaws.
(1) The board shall adopt initial bylaws for the corporation.
(2) The bylaws may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles. Whenever a provision of the bylaws is inconsistent with a provision of the articles, the provision of the articles controls.

RCW 24.03A.690
Power to amend bylaws.
The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.

EmmaT1
Posts: 30

Posted:

Reply to DeanJ

That’s a great insight. Still without board, without voting thread, and even without the community consensus , how and what the legality to pass a new bylaws? Sadly the new bylaws presented to be passed has some items not abiding the CC&R? Of course, I will address those. The formal board probably have no CC&R in mind or just use the template at their favor.

Any tips to learn passing new bylaws without HOA boards? Kind of forming a HOA from CC&R ?

Thanks again!

EmmaT1
Posts: 30

Posted:

Reply to ELleN
You’re amazing!
This is what I worry. Once the bylaws being pushed to pass. We will be bound to the boards selected which is likely to be the old board since they’re majority . And the same ordeals which old ( not really legally existed) HOA had been done rules enforced without authority, selectively enforced rule, and also have rules enacted w/o majority votes. Now. Here’s comes no bylaw existed all, how do I avoid jumping into another rabbit hole?
Any info or direction to find the answer of what’s the legality of passing new bylaws, or even form a new incorporated HOA? Or anybody had experience to share? Wish the HOA talk had a search engine!
Thank you!!!

EmmaT1
Posts: 30

Posted:

Reply to ELleN
The good news is there’s no board currently since it’s not completely legal corporated HOA yet. Though the formal board officials went ahead and registered a non-Profit company, now want to rush passing bylaws, get elected since they’re majority, and became legal and even worse once the bylaws passed their power is in…

Thanks!!!

EmmaT1
Posts: 30

Posted:

EmmaT1
Posts: 30

Posted:

Quote:

Posted By TimB4 on 03/09/2025 6:09 AM
Emma,

You need to look at RCW 24.03A.125:

(1) The board shall adopt initial bylaws for the corporation.

The section you cited specifies amending the Bylaws.

You posted that your Association never had a set of Bylaws.
Per the applicable corporate statute, the Board adopts the first set.

Additionally, if your Association is still unincorporated, that statute would not apply to your Association.

That’s insightful! Yes! My question should be back since we don’t have board, how do adopt initial bylaw , and what /how bylaws have legal status?

Re a class, we have more than three out of 12, does that become class? So appreciate any help. Your above comments are extremely helpful.
While you are struggling to make the law to conform to what you want it to say, it doesn’t. A class under any interpretation is a group, not an individual.

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By EmmaT1 on 03/09/2025 9:13 AM
Reply to DeanJ

That’s a great insight. Still without board, without voting thread, and even without the community consensus , how and what the legality to pass a new bylaws? Sadly the new bylaws presented to be passed has some items not abiding the CC&R? Of course, I will address those. The formal board probably have no CC&R in mind or just use the template at their favor.

Any tips to learn passing new bylaws without HOA boards? Kind of forming a HOA from CC&R ?

Thanks again!

To be quite honest, I reject the claim there was never original documents.

A possible scenario is the documents existed and were never turned over at the end of the development period. I suggest the HOA do an exhaustive search at the recorders office for the name of the developer and the name of every HOA the documents may have been misfiled under.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By EmmaT1 on 03/09/2025 10:18 AM

My question should be back since we don’t have board, how do adopt initial bylaw

You have posted that you do have a board of Directors.

Is it you don't have a board or you don't like the board you have and are trying to find a loophole?

If a board exists, they would file paperwork to become incorporated and adopt the first set of bylaws.

If a board doesn't exist, a meeting would be called of the membership by a group of interested owners who would then elect a board.
That board would then file paperwork to become incorporated and adopt the first set of bylaws.

If you don't like the board that is serving then you need to gather support and other like minded individuals and vote that board off at the next election replacing them with a new board (perhaps yourself being one of them).

Quote:

Posted By EmmaT1 on 03/09/2025 10:18 AM

and what /how bylaws have legal status?

Once adopted and published to the membership (we mail ours but posting on a website would likely count) they become effective.

The order of precedence is:

Federal laws
Federal regulations
State laws
State regulations
County codes
municipal laws
municipal codes
the PLAT
Declaration of Covenants (aka CC&Rs, Covenants, the Declaration, restrictions)
Articles of Incorporation or Corporate Charter
Bylaws
Resolutions (formalized decisions of the Board published to the membership)

Nothing in a lower document should conflict with a higher document.
If a conflict exists, the higher document controls (is the one that must be followed)
UNLESS the higher document defers control to the lower document (phrase example: Unless the Bylaws say otherwise, abcd )

Quote:

Posted By EmmaT1 on 03/09/2025 10:18 AM

Re a class,

Classes of owners is typically based on voting rights and, as Dean pointed out, typically is just for the developer.

Example: Class A members are the Developer and builder, Class B members are owners of the lots/units.
Class A members get 20 votes per lot, Class B members get 1 vote per lot.

Example: Class A members are owners of lots within the Association, Class B members are those individuals who purchase membership in the club

Classes are typically identified in the Articles of Incorporation OR the Bylaws.

Typically, once all the lots are sold and the developer is no longer part of the HOA there is only one class of members.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I know you are focusing on corporate law.
Keep in mind that property law would also apply.

Chapter 64.90 RCW WASHINGTON UNIFORM COMMON INTEREST OWNERSHIP ACT If it doesn't apply now, it will in 2028

EmmaT1
Posts: 30

Posted:

Quote:

Posted By TimB4 on 03/10/2025 4:54 AM

Posted By EmmaT1 on 03/09/2025 10:18 AM

My question should be back since we don’t have board, how do adopt initial bylaw

You have posted that you do have a board of Directors.

Is it you don't have a board or you don't like the board you have and are trying to find a loophole?
Reply to TimBR

Your insights have help me tremendously in this learning process. We are 12 household community. We used to have a board working under the beliefs that we had Bylaws until one member realized our HOA had been administratively dissolved 8 years ago. The HOA can’t reinstate in Washington state after 5 years of administratively dissolved. Thus, the former HOA boards went ahead and registered a new non profit corporation obtaining new UBI and EIN. One of the members ( not us) challenged that they are no longer board officials since the HOA had been administered dissolved as well as they had been board officers more than 20yrs. The community comes the conclusion that we need to vote again for the board officials. The community cannot locate the bylaws to follow the voting procedures ( threshold) and the formal board sent out a proposal bylaws ( at their favor 50%+1 voting threshold , not abiding the CC&R rules for example, the assessment increase; the CC&R limit is 10% annually , the new proposed bylaws increase limit to 20% ) to vote . The proposed bylaws strategically stating” no evidence that the HOA has had any Bylaws since inception and has been unable to locate any existing Bylaws of the Association.” In the beginning

They also schedule to vote the board officials right after the bylaws passed at the same meeting which is intend for voting bylaws. They are majority. We are at our wits end. Still your help means a lot. These insights encouraged me to learn/ know my right. I can’t thank you enough.

If a board exists, they would file paperwork to become incorporated and adopt the first set of bylaws.

If a board doesn't exist, a meeting would be called of the membership by a group of interested owners who would then elect a board.
That board would then file paperwork to become incorporated and adopt the first set of bylaws.

If you don't like the board that is serving then you need to gather support and other like minded individuals and vote that board off at the next election replacing them with a new board (perhaps yourself being one of them).

Quote:

Posted By EmmaT1 on 03/09/2025 10:18 AM

and what /how bylaws have legal status?

Quote:

Posted By EmmaT1 on 03/09/2025 10:18 AM

Re a class,

EmmaT1
Posts: 30

Posted:

Reply to TimBR

Your insights have help me tremendously in this learning process. We are 12 household community. We used to have a board working under the beliefs that we had Bylaws until one member realized our HOA had been administratively dissolved 8 years ago. The HOA can’t reinstate in Washington state after 5 years of administratively dissolved. Thus, the former HOA boards went ahead and registered a new non profit corporation obtaining new UBI and EIN. One of the members ( not us) challenged that they are no longer board officials since the HOA had been administered dissolved as well as they had been board officers more than 20yrs. The community comes the conclusion that we need to vote again for the board officials. The community cannot locate the bylaws to follow the voting procedures ( threshold) and the formal board sent out a proposal bylaws ( at their favor 50%+1 voting threshold , not abiding the CC&R rules for example, the assessment increase; the CC&R limit is 10% annually , the new proposed bylaws increase limit to 20% ) to vote . The proposed bylaws strategically stating” no evidence that the HOA has had any Bylaws since inception and has been unable to locate any existing Bylaws of the Association.” In the beginning

They also schedule to vote the board officials right after the bylaws passed at the same meeting which is intend for voting bylaws. They are majority. We are at our wits end. Still your help means a lot. These insights encouraged me to learn/ know my right. I can’t thank you enough.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Well, someone needs to point out the conflict between the Bylaws and CC&Rs to the board, explain the order of precedence and explain that the board is opening the Association up to legal action if they try to raise the amount above the limit set in the Covenants. Explaining that it may be good for the board to obtain a legal opinion if they doubt this.

There are typically different requirements to amend documents.

As an example: Covenants typically require 2/3 approval for amending. Articles of Incorporation anywhere from 2/3 to majority, Bylaws typically majority of votes cast.

EmmaT1
Posts: 30

Posted:

Thanks again for the great info.

Per our Homeowners Association has
no evidence that the Association has had any Bylaws since inception and has been unable to locate
any existing Bylaws of the Association, and scheduled to vote / pass a new without mentioning what what voting threshold to use. Also plan to vote the boards at the same meeting.

I’m a looking at a very unique position my HOA is as I learned more about our current situation.

First , they claimed no evidence the HOA has had bylaws. Does it mean we don’t have a legally HOA over the 40years? We are forming a brand new HOA?

Second, Since our current HOA is newly incorporated, with new UBI and EIN after administrative dissolved
We currently have no board officials. However
per RCW 24.03A.125 (https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A.125):

(1) The board shall adopt initial bylaws for the corporation.

There should be no one can adopt initial bylaws (creating and taking initial bylaws to be legal) because we have no board.

Meanwhile, the fact we have no bylaws that we have no legal threshold to follow/pass bylaws and boards officials election. This looks like a circular issue that should be brought to our community for discussion, but the formal HOA officials ignore it.

Thus argument can be made that the meeting facilitator - who currently is not an currently elected board member - under the current circumstance with no legal voting thresholds from bylaws, tries to pass bylaws which may greatly affect our existing rights.

It appears their goal is to use the meeting to pass bylaws (without a proper board first), and immediately elect the board ( they will win because they are majority)under the questionable bylaws. That seems to be a procedural error.

Am I correct or missing something?

Thanks a ton!

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