Records.1 — Records Maintained
Association shall maintain complete records per RCW 64.90, including: board member names (updated annually), minutes of all meetings, records of actions without meetings, board resolutions, accounting records, budgets, reserve studies, contracts, governing documents, insurance policies, member/director roster, ballots/proxies, electronic discussion involving 4+ board members. Records may be paper or electronic if secure, backed up, retrievable. Any material in writing is deemed a record.
What Changed & Why
The Sound Legal revision spread records requirements across three separate sections (6.6, 2.17, and 3.14), leaving significant gaps: no requirement to track ballots or proxies, no specification for electronic records, and no definition of what constitutes a record. This revision consolidates everything into one place and expands the required list to reflect modern governance practice.
New: electronic discussion of four or more board members. This closes a gap that allows productive governance deliberation to happen in text threads and email chains that currently disappear at the end of a term. When substantive board decisions are shaped outside of meetings, the membership has a right to know that those conversations occurred.
New: ballots and proxies. The Sound Legal revision did not explicitly require the Association to retain voting records. This revision does — giving the Association a defensible record in contested elections and ensuring members can verify outcomes.
New: format requirements and record definition. The Sound Legal revision said nothing about what constitutes a record. The definition that any material in writing is a record prevents future boards from narrowly interpreting what they are required to preserve.
Records.2 — Actions Without Meetings
Board may act by unanimous consent documented in physical writing or electronic transmission. Discussion of actions must be kept as record, regardless of format. May only be used for ministerial actions, actions subject to ratification, or implementing actions previously taken at meeting.
What Changed & Why
The Sound Legal revision (§3.14) permitted board action without a meeting by unanimous written consent documented in physical writing or electronic transmission, limited to ministerial actions, actions subject to ratification, or implementing actions previously taken at a meeting. Both the consent requirement and the three-category limit are retained here.
New: discussion records. The combined revision adds that discussion of actions without a meeting must be kept as a record regardless of format. The Sound Legal revision required only that the consent itself be documented; this revision extends that obligation to the surrounding discussion, ensuring that context for a decision is preserved alongside the decision itself.
Records.3 — Custodian of Records
Secretary keeps minutes and has custody of business records other than financial records kept by Treasurer. Board designates another officer or managing agent in writing. The Board retains ultimate responsibility for statutory compliance regardless of delegation. Records shall be kept at registered/principal office or office of Secretary or Managing Agent.
What Changed & Why
The Sound Legal revision named the Secretary as custodian (§4.6) and identified where records must be kept (§6.6), but said nothing about what happens when the Board delegates records management to a managing agent, how that delegation must be documented, or who bears ultimate responsibility for statutory compliance when delegation occurs.
New: written designation mechanism. This revision retains the Secretary as the default custodian and adds a mechanism for the Board to designate another officer or managing agent in writing. The Sound Legal revision described the Secretary's role but provided no process for formal delegation.
New: board retains compliance responsibility. This revision makes explicit that the Board cannot transfer its statutory compliance obligation through delegation — only day-to-day custody of the records changes hands. The Sound Legal revision was silent on where responsibility rested when custody was delegated.
Records.4 — Inspection Rights
All records required by RCW 64.90 shall be reasonably available for examination and copying per statutory timelines. Board may withhold/redact only as permitted by law: attorney-client privilege, personal identifying info, individual violations/delinquency, personnel records, privacy law violations. Reasonable copying costs may be charged per statute.
What Changed & Why
The Sound Legal revision (§6.6) said records are available to members for inspection subject to a reasonable fee, and that disclosure "need not exceed what required by law." That formulation gives the Board wide discretion to withhold records without identifying any specific grounds for doing so — or any standard for what "required by law" means in practice.
New: enumerated withholding grounds. This revision replaces open-ended discretion with an explicit list — attorney-client privilege, personal identifying information, individual violations or delinquency records, personnel records, and privacy law violations — tracking the grounds established by RCW 64.90. A board that cannot fit its reason into one of these categories does not have grounds to withhold.
New: statutory timelines referenced. The Sound Legal revision set no deadline for responding to an inspection request. This revision ties the Association to the timelines in the statute, so members know when to expect a response and the Board knows it cannot delay indefinitely while deciding what to produce.
Records.5 — Denial Procedures
If request denied in whole or part, response should: identify record category withheld, cite statutory basis for withholding, explain whether redacted version available.
What Changed & Why
New addition — no equivalent in the Sound Legal revision. Under the old bylaws, when the Board denied a records request it was under no obligation to explain why, identify what was withheld, or offer a partial response. A member who received a denial had no basis to evaluate whether it was lawful without retaining legal counsel.
This section requires that any denial — in whole or in part — identify the category of record withheld, cite the specific statutory basis for withholding it, and state whether a redacted version is available.
These three requirements work together as an accountability mechanism: a board that cannot identify the category or cite the statute does not have grounds to withhold. And offering a redacted version upfront often resolves disputes before they escalate — members frequently want the substance of a record, not the specific elements that are legitimately protected.
Records.6 — Record Retention Policy
Board shall adopt and maintain written record retention policy establishing minimum retention periods consistent with Washington law and best practices.
What Changed & Why
New addition — no equivalent in the Sound Legal revision. The Sound Legal revision established what records must be kept but set no minimum periods for how long they must be retained. This revision requires the Board to adopt and maintain a written policy with minimum retention periods consistent with Washington law and best practices.
This revision requires the Board to adopt and maintain a written policy with minimum retention periods consistent with Washington law and best practices. Notably, the policy requirement is in the bylaws — not the policy itself. This means a future board cannot simply let the policy lapse without formally amending the bylaws to remove the obligation, while still allowing the policy's specific periods and procedures to be updated by Board resolution as law or circumstances change.
Committee note: The policy itself should address at minimum: meeting minutes, financial records, contracts, governing documents, and ballots. Washington law and best practices for HOAs suggest different periods for each.
Records.7 — Record Transfer on Transition
Upon transition of officers, directors, or managing agents, all Association records shall be transferred promptly to successor custodian to ensure continuity of governance.
What Changed & Why
New obligation — the Sound Legal revision was silent on transition procedures. Section 4.6 described the Secretary's custody of records but said nothing about what happens to those records when the Secretary or any other officer transitions out of their role.
This revision creates an explicit transfer obligation: when any officer, director, or managing agent transitions, all Association records in their custody must be transferred promptly to the successor custodian.
The obligation explicitly covers managing agents, not just officers. Management companies typically hold operational records — contracts, vendor histories, maintenance logs, member ledgers — that are essential for continuity. Including managing agents ensures the transfer obligation applies regardless of whether custody rests with a volunteer officer or a contracted third party.
Records.8 — Internal Resolution of Access Disputes
Member and Board shall first attempt good-faith resolution through written clarification. If unresolved, matter placed on next Board agenda for review and must allow member commentary on the item. Board may offer voluntary mediation prior to legal action. Nothing limits rights under Washington law.
What Changed & Why
New addition — no equivalent in the Sound Legal revision. The Sound Legal revision provided no internal process for resolving a records access dispute. A member whose request was denied would need to pursue external remedies — such as a complaint with the Washington State Department of Commerce or litigation — with no internal pathway first.
This revision creates a three-step internal pathway before legal action. First, the member and Board attempt resolution through written clarification. If unresolved, the matter is placed on the next Board agenda and the member must be allowed to comment. If that also fails, the Board may offer voluntary mediation.
The process protects members by creating a transparency step at the board meeting level, and protects the board by creating a dispute resolution pathway that seeks resolution outside of the court. Nothing in this section limits the member's rights under Washington law — they retain the right to pursue external remedies at any point.