New bylaws

Started by EmmaT1 • 8 replies • 227 views

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EmmaT1
Posts: 30

Posted:

My 12 household community used to have a board working under the belief that our HOA had Bylaws until one member realized our HOA had been administratively dissolved for 8 years. The HOA can’t reinstate in Washington state after 5 years of administratively dissolved. Thus, the former HOA boards (who had increased our annual assessments more than the 10% which is our CC&R’s assessments increase limit several times before )went ahead and registered a new non profit corporation as well as obtained a new UBI and EIN. One of the members challenged that they are no longer board officials since the HOA had been administered dissolved. The community comes to the conclusion of the need to vote for the new board officials again. It turned out that the community cannot locate the bylaws to follow the voting procedures ( threshold) and later realized we have no evidence that the HOA has had any bylaws. Meanwhile the formal board sent out a proposal bylaws 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 intended for voting bylaws too. They are majority. It is likely they will get what they wish for.

Per our Homeowners Association has
no evidence that the Association has had any Bylaws since inception as well as has been unable to locate any existing Bylaws of the Association, and has scheduled to vote / pass a new Bylaws without mentioning what voting threshold to use I guess because they have no bylaws to follow). Also plan to vote the boards at the same meeting using freshly passed bylaws.

I’m a looking for answers of following questions.

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

Second , can you vote for a new Bylaws? I suppose initial bylaws should come from the board( who has the authority) to adopt the initial Bylaws. It shouldn’t come from outcome of voting. Right?

Third, since our current HOA is newly incorporated, with new UBI and EIN after administrative dissolved waiting to add bylaws and new officials.
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 who 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 as well as board official 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 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.Right?

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.Right?

Am I correct or missing something?

Thanks for any inputs! Much appreciated.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By EmmaT1 on 03/10/2025 10:30 PM

I’m a looking for answers of following questions.

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

No. The Association is created by the covenants, not the bylaws.

Quote:

Posted By EmmaT1 on 03/10/2025 10:30 PM

Second , can you vote for a new Bylaws? I suppose initial bylaws should come from the board( who has the authority) to adopt the initial Bylaws. It shouldn’t come from outcome of voting. Right?

Asked and answered in your previous post about this topic.
see Subject: RCW 24.03A.695 Bylaw amendments requiring every member approval.

The board adopts the first set of bylaws and amendments are done according to those bylaws.

Quote:

Posted By EmmaT1 on 03/10/2025 10:30 PM

I’m a looking for answers of following questions.

Third, since our current HOA is newly incorporated, with new UBI and EIN after administrative dissolved waiting to add bylaws and new officials.
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 who 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 as well as board official 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 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.Right?

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.Right?

Am I correct or missing something?

Thanks for any inputs! Much appreciated.

Per your post, a group of people (the existing board perhaps) is calling a general membership meeting for two things:
1) vote on initial bylaws
2) elect a (new) board

Even though the board could adopt initial bylaws, it appears your (lets call them leaders) are allowing the membership to vote.
They don't have to do that.

The corporate statute (which doesn't apply because you are unincorporated - which is a bad idea but that's for another thread) and per the applicable property statute (which may apply but will apply in 2028) there are procedures that need to be followed. If you were on the board, I would point you to those and comply with them.

Membership votes are typically a simple majority of the votes cast for items put to a vote that don't have other limits (like amending the covenants) and a plurality of the votes cast for directors.

If you have a specific issue with the bylaws, then ask that question.
Once you are armed with answers to those specific issues, bring all of this up at the meeting.

EmmaT1
Posts: 30

Posted:

Quote:

Posted By EmmaT1 on 03/10/2025 10:30 PM
My 12 household community used to have a board working under the belief that our HOA had Bylaws until one member realized our HOA had been administratively dissolved for 8 years. The HOA can’t reinstate in Washington state after 5 years of administratively dissolved. Thus, the former HOA boards (who had increased our annual assessments more than the 10% which is our CC&R’s assessments increase limit several times before )went ahead and registered a new non profit corporation as well as obtained a new UBI and EIN. One of the members challenged that they are no longer board officials since the HOA had been administered dissolved. The community comes to the conclusion of the need to vote for the new board officials again. It turned out that the community cannot locate the bylaws to follow the voting procedures ( threshold) and later realized we have no evidence that the HOA has had any bylaws. Meanwhile the formal board sent out a proposal bylaws 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 intended for voting bylaws too. They are majority. It is likely they will get what they wish for.

Per our Homeowners Association has
no evidence that the Association has had any Bylaws since inception as well as has been unable to locate any existing Bylaws of the Association, and has scheduled to vote / pass a new Bylaws without mentioning what voting threshold to use I guess because they have no bylaws to follow). Also plan to vote the boards at the same meeting using freshly passed bylaws.

I’m a looking for answers of following questions.

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

Second , can you vote for a new Bylaws? I suppose initial bylaws should come from the board( who has the authority) to adopt the initial Bylaws. It shouldn’t come from outcome of voting. Right?

Third, since our current HOA is newly incorporated, with new UBI and EIN after administrative dissolved waiting to add bylaws and new officials.
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 who 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 as well as board official 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 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.Right?

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.Right?

Am I correct or missing something?

Thanks for any inputs! Much appreciated.

EmmaT1
Posts: 30

Posted:

Correction *

First , they claimed no evidence the HOA has had bylaws. Does it mean we didn’t have a legally incorporated* HOA to which bylaws is necessary to have bylaws in place for non-profit corporations?

TimB4 (Tennessee)
Posts: 21,059

Posted:

No.

There are many reasons a record of bylaws doesn't exist:

1) They were never made
2) Someone on the board moved and inadvertently tossed or took the only copy with them.
3) They are on a flash drive that is misplaced, broken or erased

You previously posted that your Association was administratively dissolved over 8 years ago.
Therefore, if the bylaws existed they would not be applicable because they were for HOA, inc. and not your unincorporated HOA.

Did you take the time to look up your Association in the States corporate web site yet?
What documents were available?

EmmaT1
Posts: 30

Posted:

Reply to TimB4

Thanks so much again for your help and time. I did. It’s online. We do have certificates of incorporation, and articles of incorporation . The interesting aspect is the HOA has been through administrative dissolution and article dissolution several times before the last administrative dissolution 8 years ago which was totally ignored.

The formal board officials are currently not the board any more, one of them called the special meeting as a member to avoid inviting lawsuits, and used one of others’ wife( as
a member) to send out bylaws proposals and boards voting documents with the settled way of thinking or feeling like authorities . ( Maybe because of coping and paste). The called special meeting doesn’t even follow RCW64.38.05. The special meeting called by one member only should have 10% of voting rights ( They are majority and they do have the 10% vote if they called the meeting together, still they either ignore or do not keep the RCW64.38.05 in mind because they used to be the board officials. Only one member called the special meeting. They also shouldn’t do the voting and board officials voting at the first called meeting which is supposed to be an informative as well as open discussion meeting because the meeting was called by one member, not by the board director, right?
I learned all of these legal aspects after reading your insightful conversations and did more homework on RCW. Without your help here, We may have to continue to pay wherever they ask for and abide what ever they say if they make them official hastily again.
They did go ahead and registered as well as obtained a new EBI and EIN ( reimbursed themselves of course)recently. Still the bylaws and boards official list is currently vacant and still need to be supplied later. Does our HOA an incorporated HOA again even though without board and bylaws ? What law should I follow. I am so so confused. Thanks again! Words can’t express my gratefulness.

EmmaT1
Posts: 30

Posted:

Correction of the above. My fat fingers surely struggle with the small iPhone typing. 😅
eply to TimB4

Thanks so much again for your help and time. I did. It’s online. We did have certificates of incorporation, and articles of incorporation before. We have both currently as a new non profit corporations. The interesting aspect is the formal HOA had been through administrative dissolution and article dissolution several times before the last administrative dissolution 8 years ago which was totally ignored.

The formal board officials are currently not the board any more, one of them called the special meeting as a member to avoid inviting lawsuits, and used one of others’ wife( as a member) to send out bylaws proposals and boards voting documents with the settled way of thinking or feeling like authorities . ( Maybe because of coping and paste). The called special meeting doesn’t even follow RCW64.38.05. The special meeting called by one member only should have been called by two members at least to have 10% of voting rights ( They are majority and they do have the 10% vote if they called the meeting together as two members, still they either ignore or do not aware the RCW64.38.05 because they used call meeting easily as the the board officials. Only one member called the special meeting. They also shouldn’t plan the voting and board officials voting at the first called meeting which is supposed to be an informative as well as open discussion meeting because the meeting was called by one member, not by the board director they used to be, right?
I learned all of these legal aspects after reading your insightful conversations and did more homework on RCW. Without your help here, We may have to continue to pay wherever they ask for and abide what ever they say if they make them official hastily again.

They did go ahead and registered as well as obtained a new EBI and EIN ( reimbursed themselves of course)recently. Still the bylaws and boards official list is currently vacant and still need to be supplied later. Does our HOA an incorporated HOA again even though without board and bylaws? What law should I follow? I am so so confused. Thanks again!!! Words can’t express my gratefulness.

TimB4 (Tennessee)
Posts: 21,059

Posted:

You said that one of them (former board) called a meeting.
If there were no elections, the existing board would stay in office until a replacement is elected (corporate law).

You said that they received a new EIN.
I would question what EIN the bank account is under.

EmmaT1
Posts: 30

Posted:

Per the bank account topic, that’s a great point to consider. Shouldn’t we need to liquidate every business from old administration dissolved HOA if we move on the new HOA, right.
Shouldn’t we need to have 80% vote to dissolve the HOA first before we move to new HOA?
Feeling like we have two HOA currently.

The argument is the former board screwed up the formal non profit corporation. Its administration dissolved. They are the board from the old HOA. I surely wish they are not the board for the new HOA now. I did know the former HOA is perpetual. We need 80% votes to dissolve the old HOA. Still we currently are working under newly established Non profit corporation without boards and Bylaws with a CC&R covenants will be automatically extended for successive periods of 10 years because our initial HOA cannot reinstate after 5 years of administration dissolved.

Thanks so much again for the great information.

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