Clause 3.1 — Meeting Place
All meetings of the members shall be held at such place as shall be determined by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
Committee Notes
⚠️ Flag. The board has sole authority over meeting place with no provision for remote or hybrid participation. RCW 64.90.415 explicitly permits remote meetings — this clause should be updated to include that option so members with mobility or geographic barriers are not excluded.
Clause 3.2 — Annual Meeting Time
The annual meeting of the members for the transaction of such business as may properly come before the meeting, shall be held each year at a time determined by the Board of Directors.
Committee Notes
⚠️ Flag. "At a time determined by the Board" provides no minimum scheduling notice for the annual meeting, leaving the door open to last-minute scheduling that disadvantages member attendance. Consider adding a minimum scheduling window (e.g., 30 days' advance notice of the date and time).
Clause 3.3 — Annual Meeting–Order of Business
At the annual meeting of members, the order of business shall be as follows:
- Calling the meeting to order
- Proof of notice of meeting (or filing of waiver)
- Reading of minutes of last annual meeting
- Reports of officers
- Reports of committees
- Miscellaneous business
Committee Notes
🔴 Fix needed. Effective January 1, 2026, SB 5129 / RCW 64.90.415 requires a mandatory 15-minute owner-comment period at the beginning of every board meeting. This order of business omits it entirely — every board meeting held since 1/1/2026 without a comment period is a statutory violation. Suggested addition as item (a): "Owner comment period of not less than fifteen (15) minutes, during which members may address the Board on any matter of community concern." Renumber existing items accordingly.
Clause 3.4 — Special Meetings
Special meetings of the members for any purpose may be called by the President or Board of Directors.
Committee Notes
⚠️ Flag. Only the President or Board may call a special meeting — members have no stated petition right. RCW 64.90.415(1)(b) provides this right by statute regardless of bylaw silence. The committee recommends codifying it: members holding at least 20% of votes may submit a written petition; the Board must call the meeting within 30 days of receipt.
Clause 3.5 — Notice
(a) Notice of the time and place of the annual meeting of members and of regular meetings other than the annual meeting shall be given by delivering personally or by mailing a written or printed notice of the same, at least ten (10) days, and not more than thirty (30) days, prior to the meeting.
(b) At least ten (10) days and not more than thirty (30) days prior to the meeting, written or printed notice of each special meeting of members, stating the place, day, and hour of such meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, or mailed.
Committee Notes
🔴 Fix needed. Electronic notice is not authorized — the bylaws limit delivery to personal service or first-class mail only. RCW 64.90.415 and RCW 24.03A explicitly permit electronic notice. Sending physical mailings to 289 households per notice cycle is also a significant operational burden. Suggested revision: allow personal delivery, first-class mail, or email to the member's stated address, with electronic notice effective when transmitted.
Clause 3.6 — Waiver of Notice
A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
Committee Notes
✅ Passes. Standard waiver-of-notice language, compatible with RCW 24.03A. No corrections needed.
Clause 3.7 — Voting
A member may vote in person or by proxy executed in writing by such member or such member's duly authorized attorney-in-fact. No proxy shall be valid after one (1) month from the date it is executed, unless otherwise provided in the proxy. A member may vote for the election of directors by mail or by any other method permitted by this Section 3.7.
Committee Notes
🔴 Fix needed. Three issues: (1) No secret ballot requirement for contested director elections — effectively required by RCW 64.90.415. (2) "By any other method" may be read to authorize email-only voting, which SB 5129 restricts for association elections. (3) No officer is designated to validate proxies or maintain a proxy register, creating a process gap that can be used to challenge election results. Suggested additions: secret ballot for contested elections; proxy validation by the Secretary prior to the meeting.
Clause 3.8 — Quorum
Fifty percent (50%) of the members entitled to vote represented at a meeting either in person, by proxy, or by mail-in ballot when appropriate, in order to constitute a quorum sufficient for the transaction of business.
Committee Notes
⚠️ Flag. A 50% quorum at 289 lots means at least 145 lots must be represented — a threshold that LCC's annual meetings are unlikely to meet. No mechanism to prevent holdover directors from serving indefinitely. The committee recommends lowering quorum to 20% (50 lots).