Sound Legal — Original
Section 3.1 Number, Term and Qualifications. The affairs of the Association shall be governed by a Board of Directors that shall be 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.
Section 3.1 — Number and Term
The affairs of the Association shall be governed by a Board of Directors that shall be composed of [seven (7) / nine (9)] Directors elected by the Members. Each Director shall serve a term of [two (2) / three (3)] years and until their successor is elected and takes office immediately following adjournment of that meeting. The terms of the Directors shall be staggered.
What Changed & Why
Open questions: board size and term length. The committee hasn't decided either one yet.
Seven or nine Directors? Lakemoor has had seven Directors since 2008. Nine would spread today's larger board workload across more people (see the Additional Positions proposal in Article 4).
Two- or three-year terms? With two-year terms, a majority of seats turns over one year and a minority the next, a cycle that can deepen conflict. The proposal is three-year terms, so about a third of the board is elected each year: every election matters to members, and experienced Directors are always on the board. Term length is separate from term limits, which are also under discussion.
New: winners take office as soon as the election meeting adjourns, whether it's the annual meeting or a special meeting.
Removed: the choice of 3, 5, or 7 Directors, and the members' power to adjust term lengths to keep terms staggered. Who can serve is now in Section 3.2.
Sound Legal — Original
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.
Section 3.2 — Director Qualifications
Directors must be Members. If a Member 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 Member of such Lot, may be elected as Director.
A Member at least 18 years of age shall be entitled to serve on the Board except: (a) No more than one (1) representative from each Lot shall be eligible to serve on the Board concurrently. (b) No individual who has been convicted of a felony is eligible to serve on the Board. (c) No Owner who is more than sixty (60) days delinquent in the payment of Assessments shall be eligible to serve on the Board.
What Changed & Why
Who can serve. Directors must be members, at least 18, with no felony conviction, and no more than 60 days behind on assessments. If a company or trust owns a lot, one of its officers, partners, or trustees can serve.
One Director per lot. No more than one person from the same lot can be on the board at once, so no household, company, or trust gets an outsized voice.
Removed: the members' option to waive the one-per-lot rule when there aren't enough candidates, and the requirement that Directors qualify for fidelity bond (theft) insurance.
The proposed language below would also require Directors to live in Lakemoor.
(d) Members serving on the board must maintain a permanent address within the lots of the LCC.
Why: residents have a direct stake in the neighborhood. Requiring Directors to live here keeps a group of investors from taking over the board, keeps spending decisions tied to neighbors' quality of life, and avoids absentee Directors leaving the work to everyone else. Relationships with neighbors are also what make board transitions work over the long term.
Sound Legal — Original
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.
Section 3.3 — Powers and Duties
The Board, its Directors, or other duly authorized representatives, shall have the powers and duties provided by the law and the governing documents for the administration of affairs of the Association. The Board shall have the authority to exercise all powers, duties, and authority vested in or delegated to the Association that are not specifically reserved to the Members.
What Changed & Why
What the board can do. The board has the powers the law and the governing documents give it to run the Association, except decisions reserved for the members.
The wording is simpler: instead of naming specific statutes, it points to "the law and the governing documents."
Sound Legal — Original
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.
Section 3.4 — Standard of Care
Directors shall exercise ordinary and reasonable care in the performance of their duties on behalf of the Association as well as any standard that may be imposed by applicable law.
What Changed & Why
Reasonable care, plus the law. Directors must use ordinary, reasonable care in their board work.
A small but real change: the old wording said "or" whatever standard the law sets. Now it's "as well as," so Directors must meet both. See also Article 7, Section 7.1.
Sound Legal — Original
Section 3.5 Vacancies on the Board. Vacancies on the Board caused by any reason other than the 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 and subsequent terms 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, even though they may constitute less than a quorum.
Section 3.5 — Vacancies on the Board
Vacancies on the Board caused by any reason other than the removal of a Director by a vote of the Association may be appointed by vote of a majority of the remaining Directors, even though there may be less than a quorum. Each person so appointed shall serve the remainder of the term. At the discretion of the Board or upon the requisite number of Members calling a special meeting, as specified in Section 2.6, Director vacancies may be filled at an election at a special meeting of the Association called for that purpose, or by ballot without a meeting.
If a vacancy is caused by the vote of the Members at a special meeting of the Members for removing a Director, the Members shall conduct a vote to elect a successor Director at said meeting. If the Members do not elect a successor Director at said meeting, the Board shall call for an election to fill the vacancy.
What Changed & Why
Filling an empty seat. If a Director leaves for any reason other than removal by members, the remaining Directors can appoint a replacement, even without a quorum. The appointee serves only the rest of that term; before, they could stay on until members elected someone. Members can also fill a vacancy through a special election, at a meeting or by ballot (see Article 2, Section 2.6).
Changed: after a removal. If members remove a Director and don't elect a replacement at the same meeting, the board must call an election. Before, the remaining Directors could appoint someone themselves, picking the replacement for a Director the members had just removed.
When a Director resigned, the next board meeting didn't have a quorum, so the seat went to a special election. That election was decided by a single vote, and a member whose vote would have tied it arrived just after the count.
Sound Legal — Original
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.
Section 3.6 — Removal of Directors
At a special Members meeting called for the purpose of removal, a Director may be removed from the Board with or without cause by an affirmative vote of at least the lesser of (a) a majority of the eligible votes in the association or (b) two-thirds of the votes cast by members at the meeting. A proposal to remove a Director must be contained in the notice calling such a meeting. Any Director whose removal has been proposed by the Members shall be given an opportunity to address Members in attendance at the removal meeting.
What Changed & Why
Members can remove a Director. Only members can remove a Director, at a special meeting called for that purpose, with or without cause. The proposal must be in the meeting notice, and the Director gets a chance to speak first.
Changed: the vote needed. Before, removal took a majority of all votes in the Association, at least 145 of 289 lots, which is nearly impossible with typical turnout. Now it takes whichever is smaller: that majority, or two-thirds of the votes cast at the meeting. Removing a Director should be difficult, not impossible.
Sound Legal — Original
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.
Section 3.7 — Termination of Directors Without Vote of Members
The Board may, without a vote of the Members, 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.
What Changed & Why
One narrow exception. The board can remove a Director without a member vote in only one case: the Director is more than 60 days behind on assessments and doesn't catch up within 30 days of being warned.
Removed: removal for missing meetings. The Sound Legal draft also let the board remove a Director who missed three meetings in a row, but only until the Association was fully covered by the state HOA law. Directors are elected by members, so the committee kept the rule that follows state law and dropped the temporary one.
Sound Legal — Original
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.
Section 3.8 — Quorum and Voting of the Board
A quorum of the Board is required to take any action. 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.
What Changed & Why
Enough Directors to act. The board can act only when a quorum is present, and a decision takes a majority of the Directors present. It's spelled out here because the board doesn't always run meetings by Robert's Rules.
The wording is shorter and no longer defines quorum. State law sets a board quorum as a majority of the Directors (RCW 64.90.450(2)).
Sound Legal — Original
Section 3.9 Organization Meeting of the Board. A meeting of the Board shall be conducted immediately following any annual meeting of the Owners.
Section 3.9 — Organization Meeting of the Board
A meeting of the Board shall be conducted within 60 days of any annual meeting of the Members.
What Changed & Why
A deadline to get organized. The newly elected board must meet within 60 days of the annual meeting. Before, it had to meet "immediately following" it. This matches the officer elections in Article 4, Section 4.2.
Sound Legal — Original
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.
Section 3.10 — Regular Meetings
Regular meetings of the Board of Directors shall be held at such place, day, and time as the Board specifies to the Members. There shall be at least one regular Board meeting each calendar quarter and at least six regular board meetings each calendar year.
What Changed & Why
A minimum meeting schedule. The board must hold at least one regular meeting every calendar quarter and at least six a year, the minimum needed to keep the Association's business moving. Before, the minimum was one per quarter, or four a year.
Sound Legal — Original
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, the Board may call a special meeting by giving notice in a manner that is practicable and appropriate under the circumstances. A special meeting of the Board may also 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, 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.
Section 3.11 — Special Meetings
Meetings of the Board shall be at a time and place designated by the Board. In the event of an emergency as defined by RCW 64.90.502 or any successor statute thereto, the Board may call a special meeting by giving notice to Directors and Members in a manner that is practicable and appropriate under the circumstances. The Board shall promptly notify Members in writing of any decisions made at an emergency meeting.
A special meeting of the Board may be called by giving at least seven (7) days' notice to address an event or condition that could not have been reasonably foreseen and for which it is otherwise impracticable to give 14-days' notice. Notice must also be given by electronic means to Members 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 Members prior to any special meeting of the Board.
What Changed & Why
Meetings outside the regular schedule. A special board meeting normally needs 14 days' notice to Directors and members. For something that couldn't have been foreseen, 7 days' notice is allowed, also sent by email or text. In a true emergency, as state law defines it, the board can give whatever notice is practical.
New: after an emergency meeting, the board must promptly tell members in writing what it decided. And the 7-day option only applies when 14 days' notice isn't practical.
What counts as a special meeting: any board meeting that isn't a regular meeting, usually called to focus on a specific topic.
Under discussion: whether members should have a set timeline to call a meeting for an appeal or approval.
Sound Legal — Original
Section 3.12 Place & Electronic Communication Equipment (Board Meetings). All Board meetings of the Association 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 to be used and provides information explaining how Owners may participate in the Electronic Meeting; (b) the process provides participants the opportunity to hear or perceive the discussion and to comment; and (c) any person entitled to participate in the meeting 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.
Section 3.12 — Place and Electronic Communication Equipment
All Board meetings of the Association 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 to be used and provides information explaining how Members may participate in the Electronic Meeting; (b) the process provides participants the opportunity to hear or perceive the discussion and to comment; and (c) any person entitled to participate in the meeting is given the option of participating by telephone.
What Changed & Why
The same standard as member meetings. These are the same three conditions that apply to member meetings (Article 2, Section 2.1): the notice explains how to join, everyone can hear and comment, and there's always a phone option. The reason is the same, too: joining remotely should be a real way to take part, not a lesser seat.
Removed: the board's power to expel a person who keeps disrupting a meeting after a warning. State law already gives the board that power (RCW 64.90.445(2)(a)), so it doesn't need to be repeated here.
Why this matters. At board meetings today, members' microphones and chat are turned off outside the comment period. A member who can't hear the board, or who has been disconnected or blocked, has no public way to say so. A member who is named or described during the meeting has no way to respond. In practice, that falls short of the minimum this section sets: a real chance for participants to hear and to comment.
Under discussion: is this minimum enough? The committee is discussing whether the bylaws need to say more to protect members' ability to be seen and heard, such as a visible, public chat line during board meetings. That wouldn't be a right to comment throughout the meeting, just a way to flag a problem as it happens and to respond if addressed directly.
Sound Legal — Original
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.
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 who has not filed a waiver attends for the express purpose of objecting to the meeting for failure to provide proper notice.
What Changed & Why
Directors can waive notice. A Director can give up the right to formal notice of a board meeting in writing, and attending counts as waiving it. The exception is a Director who comes specifically to object that notice wasn't given.
New: that exception only applies to a Director who hasn't already waived notice in writing. This section is about Directors only; it doesn't affect members' notice.
Sound Legal — Original
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.
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 not subject to discretion of the board, or to implement actions previously taken at a meeting of the Board.
Members must be notified within 7 days of any action taken by unanimous consent. Notification may be made by electronic transmission to members who have provided their emails, and at the subsequent board meeting.
What Changed & Why
Decisions outside a meeting. The board can act without meeting only if every Director agrees in writing, and only for routine tasks that involve no judgment, or to carry out something already decided at a meeting. These actions are kept in the Association's records.
New: members must be told within 7 days, by email and at the next board meeting. Whether a task is "routine" can be a judgment call, so the safeguard is objective: every action taken outside a meeting gets the same notice, no matter how small.
Removed: using unanimous consent for actions that members would later ratify.
Sound Legal — Original
Section 3.15 Open and Closed Board Meetings. Board meetings must be open to the Owners and their voting representatives except during executive sessions, but the Board may expel or prohibit attendance by any person who, after warning by the chair of the meeting, disrupts the meeting. 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. Notwithstanding the foregoing, the President may adjourn any Board meeting and reconvene in closed, executive session, to the extent permitted under RCW 64.90.455 as in effect at any given time or any successor statute thereto. A gathering of members of the Board or committees at which the Board or committee members do not conduct Association business is not a meeting of the Board or committee. 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.
Section 3.15 — Open and Closed Board Meetings
Board meetings must be open to the Members and their voting representatives except during executive sessions. At each Board meeting, the Board must provide a reasonable opportunity at the beginning of each meeting for Members to comment regarding matters affecting the common interest, community, and the Association, including at least 15 minutes for Members to comment about agenda items before the Board votes. Notwithstanding the foregoing, the President may adjourn any Board meeting and reconvene in closed, executive session, to the extent permitted by law.
Any items where an action may be taken are subject to meeting notice requirements.
If any materials are distributed to the Board before the meeting, the Board must make copies of those materials reasonably available to Members, except that the Board need not make available copies of unapproved minutes or materials that are to be considered in executive session. A gathering of members of the Board or committees at which the Board or committee members do not conduct Association business is not a meeting of the Board or committee. Directors and committee members may not use incidental or social gatherings to evade the open meeting requirements of this Section. Association business includes but is not limited to receipt of public testimony, deliberations, discussions, considerations, reviews, evaluations, and anticipated final actions.
What Changed & Why
Open meetings. Board meetings are open to members, except for closed (executive) sessions the law allows. Members get at least 15 minutes at the start of each meeting to comment on agenda items before the board votes, and materials given to the board ahead of time must be available to members too.
New: no business out of view. Anything the board might act on must be in the meeting notice. Directors can't use social gatherings to get around open meetings, and the section now spells out what "Association business" includes: hearing from members, discussing, deliberating, reviewing, evaluating, and deciding. That covers, for example, a majority of Directors working out a decision by email (see also the written-communications proposal in Article 6, Section 6.6).
Why it matters: members have an oversight role, and the only way to carry it out is to see what's happening. Board business belongs in open meetings because the Association doesn't belong to the board. It belongs to all of us.
Removed: the board's power to expel a person who keeps disrupting a meeting after a warning. State law already gives the board that power (RCW 64.90.445(2)(a)), so it doesn't need to be repeated here.
The proposed language below would require agendas to include the actual wording of each motion, 14 days ahead.
To enable meaningful comment, the board must include actionable motion language in the agenda notified 14 days in advance.
Why: members can only comment meaningfully if they know exactly what the board plans to decide and what outcome each motion would have.
Sound Legal — Original
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.
Section 3.16 — Rules of Procedure
The Board may, from time to time, adopt rules to govern any meetings of Members, Directors, or other Board or committee meetings or hearings.
What Changed & Why
Meeting rules. The board can adopt rules for running member, board, and committee meetings and hearings. The only change is "Owners" to "Members."
The member's right to be seen and heard during meetings (see Section 3.12) is being discussed for this section too.
Sound Legal — Original
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.
Section 3.17 — Powers
The Board shall have the powers and duties provided for the administration of the Association in the Covenants, the Articles, these Bylaws, and applicable statutes. The board shall have all other powers necessary for the administration of the affairs of the Association, and may do all such acts as are not prohibited by statute, or which require the vote or consent of Members.
What Changed & Why
Enough power to run the Association. The board has the powers the governing documents and state law give it, plus whatever else it needs to run the Association, except anything the law forbids or that needs members' approval.
The wording is simpler and no longer names specific statutes.
Sound Legal — Original
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.
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, notice or action. No waiver shall be effective unless expressed in writing and signed by the Board.
What Changed & Why
Not enforcing once isn't giving up. If the board doesn't enforce a rule in one case, it hasn't given up the right to enforce it later. A waiver only counts if it's in writing and signed by the board.
This keeps the Association from losing a rule just because it wasn't applied every time. No change except one stray word.
Sound Legal — Original
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.
Section 3.19 — Dissent or Abstention
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 or abstention is entered into the minutes of the meeting prior to their approval.
What Changed & Why
Recording a "no" vote. A Director at a meeting is presumed to agree with what the board did unless their dissent or abstention goes into the minutes before the minutes are approved.
New: abstentions count too, and there's one simple way to record them. Board actions can have real effects on neighbors and their property, so a Director who disagreed with the majority should be able to put that on the record.