It’s important to make sure your association’s board of directors makes decisions following proper procedure. But what do you do if your board doesn’t? There are several ways to validate board decisions after the fact. The way to fix an improper board action depends on what kind of mistake was made. Here are some possibilities.
Subsequent ratification: If an action taken by the board is determined to be invalid for some procedural reason, but is otherwise a proper board action, the board may validate the action by subsequent ratification. For instance, if a board subcommittee (or individual board member) makes a decision that it is not empowered to make, or if the board makes a decision in between meetings, the entire board may vote to ratify the decision at the next board meeting. The meeting can be a regularly scheduled board meeting or a special meeting called for a specific purpose; so long as the board follows the appropriate voting procedures, the decision becomes valid. Be sure to record all board decision in the minutes. As we say often in our office, if it isn’t written down, it didn’t happen.
Publish to owners: Suppose the board adopts a new late fee of $50 and posts minutes reflecting that decision by the mail boxes. An owner challenges the late fee claiming he was not given proper notice. RCW 64.34.304 allows fines “in accordance with a previously established schedule.” To fix the problem, the association should provide notice of the new fine to all owners as required by the Declaration or CC&Rs. This is usually accomplished by simply mailing notice of the new fine to the owners via regular first class mail (but as always, check the notice requirements in your governing documents).
Put it to a vote: If the board takes an action that required a vote of the owners in order to be valid, have the owners vote on the issue. For instance, unit owners must approve an amendment to the Declaration to restrict the ability of owners to rent their units (RCW 64.34.264(4)). If the board voted to prohibit unit owners from renting their units, that decision would not be effective because the board cannot make that decision; it must be made by the unit owners. To remedy this, the board could call a meeting of the owners and vote on the issue; if the required number of owners approves a declaration amendment restricting rentals, the restriction would become valid.
As with all matters affecting condominium associations, it is essential to examine your community’s governing documents, as well as Washington law, to determine what decisions may be made by the board of directors, which decisions must be made by the owners, and the percentage of votes needed. The first challenge to most board actions will be for procedural errors. Try to avoid them, or take remedial action to correct them when necessary.
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!