(1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(3) If specifically permitted by the articles of incorporation or bylaws, whenever proposals or directors or officers are to be elected by members, the vote may be taken by mail or by electronic transmission if the name of each candidate and the text of each proposal to be voted upon are set forth in a record accompanying or contained in the notice of meeting. If the bylaws provide, an election may be conducted by electronic transmission if the corporation has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
The Washington State Uniform Common
Interest Ownership Act allows associations created after July 1, 2018 to hold
meetings remotely and virtually. Contact your association’s attorney to see
what your community’s options are for virtual meetings based upon your
governing documents.
Washington State Virtual Meeting Statute RCW 64.90.445 and
2019 c 238 s 210:
(1) The following requirements apply to unit owner meetings:
(a) A meeting of the association
must be held at least once each year. Failure to hold an annual meeting does
not cause a forfeiture or give cause for dissolution of the association and
does not affect otherwise valid association acts.
(b)(i) An association must hold a
special meeting of unit owners to address any matter affecting the common
interest community or the association if its president, a majority of the
board, or unit owners having at least twenty percent, or any lower percentage
specified in the organizational documents, of the votes in the association
request that the secretary call the meeting.
(ii) If the association does not
provide notice to unit owners of a special meeting within thirty days after the
requisite number or percentage of unit owners request the secretary to do so, the
requesting members may directly provide notice to all the unit owners of the
meeting. Only matters described in the meeting notice required in (c) of this
subsection may be considered at a special meeting.
(c) An association must provide
notice to unit owners of the time, date, and place of each annual and special
unit owners meeting not less than fourteen days and not more than fifty days
before the meeting date. Notice may be by any means described in RCW 64.90.515.
The notice of any meeting must state the time, date, and place of the meeting
and the items on the agenda, including:
(i) The text of any proposed
amendment to the declaration or organizational documents;
(ii) Any changes in the previously
approved budget that result in a change in the
assessment obligations; and
(iii) Any proposal
to remove a board member or officer.
(d) The minimum time to provide
notice required in (c) of this subsection may be reduced or waived for a
meeting called to deal with an emergency.
(e) Unit owners must be given a
reasonable opportunity at any meeting to comment regarding any matter affecting
the common interest community or the association.
(f) Except as otherwise
restricted by the declaration or organizational documents, meetings of unit
owners may be conducted by telephonic, video, or other conferencing process, if
the process is consistent with subsection (2)(i) of this section.
(2) The following requirements apply to meetings of the
board and committees authorized to act for the board:
(a) Meetings must be open to the
unit owners except during executive sessions, but the board may expel or
prohibit attendance by any person who, after warning by the chair of the
meeting, disrupts the meeting. The board and those committees may hold an
executive session only during a regular or special meeting of the board or a
committee. A final vote or action may not be taken during an executive session.
(b) An executive session may be
held only to:
(i) Consult with
the association's attorney concerning legal matters;
(ii) Discuss existing or potential
litigation or mediation, arbitration, or administrative proceedings;
(iii) Discuss
labor or personnel matters;
(iv) Discuss contracts, leases,
and other commercial transactions to purchase or provide goods or services
currently being negotiated, including the review of bids or proposals, if
premature general knowledge of those matters would place the association at a
disadvantage; or
(v) Prevent public knowledge of
the matter to be discussed if the board or committee determines that public
knowledge would violate the privacy of any person.
(c) For purposes of this
subsection, a gathering of members of the board or committees at which the
board or committee members do not conduct association business is not a meeting
of the board or committee. Board members and committee members may not use
incidental or social gatherings to evade the open meeting requirements of this
subsection.
(d) During the period of declarant
control, the board must meet at least four times a year. At least one of those
meetings must be held at the common interest community or at a place convenient
to the community. After the transition meeting, all board meetings must be at
the common interest community or at a place convenient to the common interest
community unless the unit owners amend the bylaws to vary the location of those
meetings.
(e) At each board meeting, the
board must provide a reasonable opportunity for unit owners to comment
regarding matters affecting the common interest community and the association.
(f) Unless the meeting is included
in a schedule given to the unit owners or the meeting is called to deal with an
emergency, the secretary or other officer specified in the organizational
documents must provide notice of each board meeting to each board member and to
the unit owners. The notice must be given at least fourteen days before the
meeting and must state the time, date, place, and agenda of the meeting.
(g) If any materials are
distributed to the board before the meeting, the board must make copies of
those materials reasonably available to the unit owners, except that the board
need not make available copies of unapproved minutes or materials that are to
be considered in executive session.
(h) Unless the organizational
documents provide otherwise, fewer than all board members may participate in a
regular or special meeting by or conduct a meeting through the use of any means
of communication by which all board members participating can hear each other
during the meeting. A board member participating in a meeting by these means is
deemed to be present in person at the meeting.
(i) Unless the organizational
documents provide otherwise, the board may meet by participation of all board
members by telephonic, video, or other conferencing process if:
(i) The meeting notice states the
conferencing process to be used and provides information explaining how unit
owners may participate in the conference directly or by meeting at a central
location or conference connection; and
(ii) The process provides all unit
owners the opportunity to hear or perceive the discussion and to comment as
provided in (e) of this subsection.
(j) After the transition meeting,
unit owners may amend the organizational documents to vary the procedures for
meetings described in (i) of this subsection.38
(k) Instead of meeting, the board
may act by unanimous consent as documented in a record by all its members.
Actions taken by unanimous consent must be kept as a record of the association
with the meeting minutes. After the transition meeting, the board may act by
unanimous consent only to undertake ministerial actions, actions subject to
ratification by the unit owners, or to implement actions previously taken at a
meeting of the board.
(l) A board member who is present
at a board meeting at which any action is taken is presumed to have assented to
the action taken unless the board member's dissent or abstention to such action
is lodged with the person acting as the secretary of the meeting before
adjournment of the meeting or provided in a record to the secretary of the
association immediately after adjournment of the meeting. The right to dissent
or abstain does not apply to a board member who voted in favor of such action
at the meeting.
(m) A board member may not vote by
proxy or absentee ballot.
(n) Even if an action by the board
is not in compliance with this section, it is valid unless set aside by a
court. A challenge to the validity of an action of the board for failure to
comply with this section may not be brought more than ninety days after the
minutes of the board of the meeting at which the action was taken are approved
or the record of that action is distributed to unit owners, whichever is later.
(3) Minutes of all unit owner meetings and board meetings,
excluding executive sessions, must be maintained in a record. The decision on
each matter voted upon at a board meeting or unit owner meeting must be
recorded in the minutes.