Section 3.1 — Number, Term, and Qualifications
The affairs of the Association shall be governed by a Board of Directors composed of three (3), five (5), or seven (7) Directors elected by the Owners. Each Director shall serve a term of three (3) years and until their successor is elected and takes office. The terms of the Directors shall be staggered, and the Owners at any annual meeting shall be empowered to vary Director term lengths from time to time as needed to ensure Director terms are staggered. Directors must be Unit Owners. If an Owner is an entity, then any officer or director of a corporate entity, any partner of a partnership, any member of a limited liability company, or any trustee or beneficiary of a trust that is the Owner of such Unit, may be elected as Director.
Committee Notes
Flexible board size (3, 5, or 7) allows the community to scale governance as participation grows or shrinks. Staggered three-year terms protect institutional continuity — no more than a third of the board turns over at any one election. Directors must be Unit Owners, grounding board decisions in the interests of residents. This section is under active review.
Section 3.2 — Additional Director Qualifications
An Owner at least 18 years of age shall be entitled to serve on the Board except:
(a) No more than one (1) representative from each Unit shall be eligible to serve on the Board at any given time. The membership can choose to waive this qualification at a meeting of the Association if there are insufficient candidates to fill each Board member position.
(b) Individuals must qualify for Fidelity Bond or Employee Dishonesty insurance coverage with one of the Association's current insurance carriers to be eligible to serve on the Board. If the Board fails to request sufficient information prior to the election, this qualification shall be deemed waived with respect to that candidate.
(c) No individual who has been convicted of a felony is eligible to serve on the Board.
(d) No Owner who is more than sixty (60) days delinquent in the payment of Assessments shall be eligible to serve on the Board.
Committee Notes
Qualifications protect the association from financial risk (insurance eligibility, delinquency) and legal risk (felony conviction). The one-representative-per-unit rule prevents any single household from controlling multiple board seats. The insurance eligibility requirement includes a deemed-waiver provision if the Board fails to request documentation before the election — protecting candidates from surprise disqualification. Note: the delinquency disqualification in 3.2(d) creates a deliberate contrast with Article 1 Section 1.8, which separates membership from financial standing. Board service carries different obligations than membership. This section is under active review.
Section 3.3 — Powers and Duties
The Board, its Directors, or other duly authorized agents or representatives, shall have the powers and duties provided for the administering authority of the Association in accordance with the Act and RCW 24.03A, together with all other powers necessary for the administration of affairs of the Association. The Board shall have the authority to exercise for the Association all powers, duties, and authority vested in or delegated to the Association, and that are not specifically reserved to the Owners.
Committee Notes
Establishes the board's broad governance mandate while preserving powers explicitly reserved to Owners (elections, removals, budget ratification, amendments). The phrase "not specifically reserved to the Owners" is the key limiting clause — it means the board cannot expand its own authority into areas the bylaws assign to membership. This section is under active review.
Section 3.4 — Standard of Care
Each Director shall exercise ordinary and reasonable care in the performance of their duties on behalf of the Association, or such other standard as may be imposed by applicable law.
Committee Notes
The "ordinary and reasonable care" standard is the baseline for director duty of care under Washington nonprofit law. This section is under active review.
Section 3.5 — Vacancies on the Board
Vacancies on the Board caused by any reason other than removal of a Director by a vote of the Association may be appointed by vote of a majority of the remaining Directors, even though they may constitute less than a quorum. Each person so appointed shall serve the remainder of the term until a successor Director is elected by the Owners.
At the discretion of the Board or upon the requisite number of Owners calling a special meeting, Director vacancies may be filled at an election at a special meeting of the Association called for that purpose, or by ballot at a vote without a meeting.
If a vacancy is caused by the vote of the Owners at a special meeting removing a Director, the Owners shall conduct a vote to elect a successor Director at said meeting. If the Owners do not elect a successor Director at said meeting, the vacant position may be filled by vote of a majority of the remaining Directors.
Committee Notes
Provides a clear pathway for filling vacancies by board appointment in most circumstances, while preserving owner election rights when a vacancy results from a member-initiated removal. The distinction matters: a board should not be able to simply appoint a replacement when owners voted someone out. This section is under active review.
Section 3.6 — Removal of Directors
At a special Association meeting called for the purpose of removal, a Director may be removed from the Board with or without cause by the vote of a majority of the total votes in the Association. A proposal to remove a Director must be contained in the notice calling such meeting, and any Director whose removal has been proposed by the Owners shall be given an opportunity to address Owners in attendance at the removal meeting.
Committee Notes
Removal requires a majority of total votes in the Association — not just votes cast at the meeting. This is a high threshold that protects directors from removal by a small quorum, while preserving the membership's ultimate authority. The director's right to address owners before a removal vote is a basic due process protection. This section is under active review.
Section 3.7 — Termination of Directors Without Vote of Owners
(a) The Board may, without a vote of the Owners, vote to remove from the Board a Director if (i) the Director is delinquent in the payment of assessments more than 60 days and (ii) the Director has not cured the delinquency within 30 days after receiving notice of the Board's intent to remove the Director.
(b) If and only if the Association is not yet fully bound by RCW 64.90, then if any Director misses three (3) consecutive Board meetings, the remainder of the Board may, without a vote of the Owners, vote to remove the absent Director and appoint a replacement consistent with these Bylaws.
Committee Notes
Board-initiated removal is limited to two specific circumstances: delinquency (with a 30-day cure period and advance notice) and chronic absence (conditional on WUCIOA status). The notice-and-cure requirement in (a) prevents surprise removal. The WUCIOA conditionality in (b) reflects that RCW 64.90 may eventually supersede this provision. This section is under active review.
Section 3.8 — Quorum and Voting of the Board
A quorum of the Board is present for purposes of determining the validity of any action taken at a meeting of the Board only if Directors entitled to cast a majority of the votes on that Board are present at the time a vote regarding that action is taken. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board.
Committee Notes
Board quorum is a majority of directors (e.g., 3 of 5, or 4 of 7). Actions pass by majority of those present once quorum is established. This is standard nonprofit governance. This section is under active review.
Section 3.9 — Organization Meeting of the Board
A meeting of the Board shall be conducted immediately following any annual meeting of the Owners.
Committee Notes
Ensures that officer elections (Article IV) happen promptly after each annual meeting. Without this provision, a newly-seated board could delay organizing and leave the association without defined officers. This section is under active review.
Section 3.10 — Regular Meetings
Regular meetings of the Board of Directors shall be held at such place, day, and hour as the Board from time to time may specify by resolution made available to Owners. Subject to any applicable notice requirements, there shall be at least one (1) regular Board meeting each fiscal quarter.
Committee Notes
The quarterly minimum ensures the board cannot go dormant. Board meeting schedules published by resolution give Owners advance notice of when they can participate. This section is under active review.
Section 3.11 — Special Meetings
Meetings of the Board shall be at a time and place designated by the Board and reasonably convenient to all Directors. In the event of an emergency as defined by RCW 64.90.502 as in effect at any given time or any successor statute thereto, the Board may call a special meeting of the Board by giving notice to Directors and Owners in a manner that is practicable and appropriate under the circumstances, and shall promptly notify Owners in writing of any decisions made at an emergency meeting. Furthermore, a special meeting of the Board may be called by giving at least seven (7) days' notice to Directors and Owners to address an event or condition that could not have been reasonably foreseen and for which it is otherwise impracticable to give notice as set forth in the following sentence, which notice must also be given by electronic means to Owners whose email address or phone number is known to the Association.
In all other circumstances, at least fourteen (14) days' notice must be given to all Directors and Owners prior to any special meeting of the Board.
Committee Notes
Three tiers of notice: emergency (practicable notice + prompt owner notification), urgent non-emergency (7 days + electronic), and standard (14 days). The requirement to notify owners of emergency meeting decisions is critical for transparency — owners should know what was decided even if they could not attend on short notice. This section is under active review.
Section 3.12 — Place and Electronic Communication Equipment
All Board meetings shall be held at any reasonable place determined by the chairperson or Board. Meetings may be conducted by telephonic, video, or other conferencing process ("Electronic Meeting"), if: (a) the meeting notice states the conferencing process and provides information explaining how Owners may participate; (b) the process provides participants the opportunity to hear or perceive the discussion and to comment; and (c) any person entitled to participate is given the option of participating by telephone. The Board or chairperson at a Board meeting may expel or prohibit attendance by any person who, after warning by the chair of the meeting, disrupts the meeting.
Committee Notes
Telephone participation must always be available — not just video. The disruption/expulsion provision requires a warning before removal. This section is under active review.
Section 3.13 — Waiver of Notice
Notice of any meeting of the Board of Directors may be waived in writing by any Director at any time, either before or after such meeting, and attendance at such meeting in person shall constitute a waiver of notice of the place, day, and hour of such meeting, except where a Director attends for the express purpose of objecting to the meeting for failure to provide proper notice.
Committee Notes
Standard board waiver provision. A director who shows up to object to notice deficiency does not waive the objection by attending. This section is under active review.
Section 3.14 — Action by the Board Without a Meeting
The Board may act by unanimous consent of all its members as documented in a physical writing or contained in an electronic transmission. Actions taken by unanimous consent must be kept as a record of the Association. 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.
Committee Notes
Unanimous consent actions are limited in scope — ministerial tasks, ratification items, or implementation of prior board decisions. This prevents the board from using email chains to make major policy decisions without an open meeting. Unanimous consent actions must be recorded. This section is under active review.
Section 3.15 — Open and Closed Board Meetings
Board meetings must be open to the Owners and their voting representatives except during executive sessions. At each Board meeting, the Board must provide a reasonable opportunity for Owners to comment regarding matters affecting the Association, including at least 15 minutes at the beginning of each meeting for Unit Owners to comment about agenda items before the Board votes.
The President may adjourn any Board meeting and reconvene in closed, executive session, to the extent permitted under RCW 64.90.455. Directors and committee members may not use incidental or social gatherings to evade the open meeting requirements of this Section.
If any materials are distributed to the Board before the meeting, the Board must make copies of those materials reasonably available to Owners, except that the Board need not make available copies of unapproved minutes or materials that are to be considered in executive session.
Committee Notes
The open meeting requirement with mandatory 15-minute owner comment period is a key transparency provision. Pre-meeting materials must be shared with owners — directors cannot deliberate on documents that owners cannot see. The anti-evasion clause (no using social gatherings to conduct business) is a meaningful protection. This section is under active review.
Section 3.16 — Rules of Procedure
The Board may, from time to time, adopt rules to govern any meetings of Owners, Directors, or other Board or committee meetings or hearings.
Committee Notes
Procedural rules adopted under this section must not conflict with the bylaws or governing documents. Any rules adopted should be published and available to owners. This section is under active review.
Section 3.17 — Powers
The Board shall have the powers and duties provided for the administration of the Association in the Declaration, the Articles, these Bylaws, the Act, RCW 24.03A, and all other powers necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute, or which specifically require the vote or consent of Owners under the Declaration.
Committee Notes
General powers clause. The limiting language — "not prohibited by statute" and "specifically require the vote or consent of Owners" — is the key boundary on board authority. This section is under active review.
Section 3.18 — No Waiver
Failure of the Board in any instance to insist upon the strict compliance with any provision of the Governing Documents, or to exercise any right contained in such documents, or to serve any notice or institute any action, shall not be construed as a waiver or relinquishment of such provision, right, term, notice, or action. No waiver shall be effective unless expressed in writing and signed by the Board.
Committee Notes
Standard no-waiver clause: past non-enforcement does not prevent future enforcement. Any intentional waiver must be in writing. This section is under active review.
Section 3.19 — Dissent
A Director who is present at a meeting of the Board at which action on a matter is taken shall be presumed to have assented to that action unless their dissent is entered into the minutes of the meeting, or unless they file a written dissent to that action with the Secretary before the minutes of the meeting are approved.
Committee Notes
Directors who disagree with an action must record their dissent in the minutes or in a written filing before minutes are approved. Silence equals assent. This provision protects dissenting directors from being held accountable for decisions they opposed. This section is under active review.