What’s in Your Governing Documents?

Washington law contains numerous provisions containing restrictions and requirements on COAs and HOAs. In many cases, however, the law contains a minimum requirement only and defers to the more specific provisions of the governing documents.  For a primer on governing documents and their interplay with the law, please read our Governing Documents post.  The law also provides for “gap filler” provisions that are effective only if an association’s governing documents are silent on an issue.

For these reasons (and many others), it is essential that association members, board members, and community association managers familiarize themselves with their community’s governing documents. It is simply not possible to determine all of your community’s requirements by looking at the laws without also consulting the governing documents (and vice versa!).

Here are some examples of Washington laws that expressly defer to the governing documents:

Board members: The number of board members an association must have, the method for electing them, and what powers, if any, they may delegate must be provided for in the governing documents. See RCW 64.34.324 (New Act condos); RCW 64.32.090 (Old Act condos); and RCW 64.38.025 (HOAs). While general laws of agency and business entities will also apply, the more specific provisions of the governing documents are controlling (unless they conflict with a state or federal law).

Quorums: A quorum is the number of votes that must be present at a meeting for an action taken in the meeting to have effect. RCW 64.34.336 (New Act condos) provides that a quorum for an association meeting is 25%, unless the bylaws specify a larger percentage; for meetings of the board of directors, a quorum is 50% unless the bylaws specify a larger percentage. RCW 64.38.040 (HOAs) provides that a quorum is 34% unless the bylaws specify a different (not necessarily larger) percentage. The Washington Nonprofit Corporations Act specifies that a quorum is whatever is in the bylaws, or 10% if the bylaws are silent for association meetings (RCW 24.03.090) and not less than 33% for board meetings (RCW 24.03.110). As you can see, it is essential to check your governing documents to determine how many votes is a quorum in your community.

In general, Washington law recognizes the authority of an association’s governing documents: RCW 64.34.304(1) grants condo associations broad powers to manage its affairs “subject to the provisions of the declaration.” Similarly, RCW 64.38.020 contains broad grants to power to HOAs, except as “otherwise provided in the governing documents[.]”

For assistance in understanding your community’s governing documents, you may wish to consult your association’s attorney. If you have any questions we can answer, please feel free to leave a comment or contact us directly.  We look forward to continuing this conversation with you in our future posts!

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What’s in Your Governing Documents?

Washington law contains numerous provisions containing restrictions and requirements on COAs and HOAs. In many cases, however, the law contains a minimum requirement only and defers to the more specific provisions of the governing documents.  For a primer on governing documents and their interplay with the law, please read our Governing Documents post.  The law also provides for “gap filler” provisions that are effective only if an association’s governing documents are silent on an issue.

For these reasons (and many others), it is essential that association members, board members, and community association managers familiarize themselves with their community’s governing documents. It is simply not possible to determine all of your community’s requirements by looking at the laws without also consulting the governing documents (and vice versa!).

Here are some examples of Washington laws that expressly defer to the governing documents:

Board members: The number of board members an association must have, the method for electing them, and what powers, if any, they may delegate must be provided for in the governing documents. See RCW 64.34.324 (New Act condos); RCW 64.32.090 (Old Act condos); and RCW 64.38.025 (HOAs). While general laws of agency and business entities will also apply, the more specific provisions of the governing documents are controlling (unless they conflict with a state or federal law).

Quorums: A quorum is the number of votes that must be present at a meeting for an action taken in the meeting to have effect. RCW 64.34.336 (New Act condos) provides that a quorum for an association meeting is 25%, unless the bylaws specify a larger percentage; for meetings of the board of directors, a quorum is 50% unless the bylaws specify a larger percentage. RCW 64.38.040 (HOAs) provides that a quorum is 34% unless the bylaws specify a different (not necessarily larger) percentage. The Washington Nonprofit Corporations Act specifies that a quorum is whatever is in the bylaws, or 10% if the bylaws are silent for association meetings (RCW 24.03.090) and not less than 33% for board meetings (RCW 24.03.110). As you can see, it is essential to check your governing documents to determine how many votes is a quorum in your community.

In general, Washington law recognizes the authority of an association’s governing documents: RCW 64.34.304(1) grants condo associations broad powers to manage its affairs “subject to the provisions of the declaration.” Similarly, RCW 64.38.020 contains broad grants to power to HOAs, except as “otherwise provided in the governing documents[.]”

For assistance in understanding your community’s governing documents, you may wish to consult your association’s attorney. If you have any questions we can answer, please feel free to leave a comment or contact us directly.  We look forward to continuing this conversation with you in our future posts!

Share and Enjoy:
  • Print
  • Digg
  • StumbleUpon
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  • Facebook
  • Yahoo! Buzz
  • Twitter
  • Google Bookmarks

There are no comments yet. Be the first and leave a response!

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Trackback URL http://www.condolawgroup.com/2012/11/08/whats-in-your-governing-documents/trackback/