[WSBAPT] HOA meetings

[Brent Williams-Ruth]

I would also take a look through RCW 64.38 that pertains specifically to
HOA's.

*Brent Williams-Ruth*
*Attorney-At-Law*

*Law Offices of Brent Williams-Ruth, a division of **BWR Consulting, PLLC*

Office/Scheduling Phone: (425) 830-5134

Direct Mobile: (206) 889-7919

e-mail <Brent at Williams-RuthLaw.com> / website
<http://www.Williams-RuthLaw.com/> / facebook
<http://www.facebook.com/bwrconsults> /

*As of July 1, 2019 - I began operating as the Law Offices of Brent
Williams-Ruth a division of BWR Consulting, PLLC. Please note the new
points of contact Brent at Williams-RuthLaw.com and www.Williams-RuthLaw.com
<http://www.Williams-RuthLaw.com> *


On Mon, Mar 16, 2020 at 12:51 PM <ron at housh.org> wrote:

> Rob:
>
>
>
> Excellent overview.
>
>
>
> Somewhat related are issues surrounding associations who never achieve
> quorum requirements at meetings.  I know of Associations who “transact
> business” at meetings without a quorum.
>
>
>
> If a virtual meeting occurs that is not authorized under applicable law –
> statutes, governing documents, etc. – and the business of the meeting is
> then published/distributed to owners/members, with the passage of time
> would a dissenting owner/member be estopped from later challenging the
> action taken?  There seem to be instances where business must be transacted
> recognizing the risk of a procedural challenge.  Fortunately, with most
> associations the transacted business is not controversial.  Of course if
> the business is controversial – such as ratification of a huge repair
> project budget – then the risk of a procedural challenge is huge.
>
>
>
> Thanks again.
>
>
>
> Ron
>
>
>
>
>
>
>
> *I AM TYPICALLY IN THE SEATTLE OFFICE ON TUESDAY AND THURSDAY AND IN THE
> MOUNT VERNON OFFICE ON MONDAY, WEDNESDAY AND FRIDAY *
>
>
>
> *Ronald G. Housh, P.S.*
>
> *Attorney at Law*
>
>
>
> *Seattle Office:*
>
> *1420 Fifth Avenue, Suite 3000*
>
> *Seattle, WA 98101-2393*
>
> *Phone:   206-381-1341*
>
> *Fax:        206-464-0461*
>
> *Email:    **ron at housh.org* <ron at housh.org>
>
>
>
> *Mount Vernon Office:*
>
> *21411 Bluejay Place*
>
> *Mount Vernon, WA 98274*
>
> *Phone:  206-235-2459*
>
> *Email:   **ron at housh.org <ron at housh.org>*
>
>
>
> *From:* wsbapt-bounces at lists.wsbarppt.com *On Behalf Of *Rob Wilson-Hoss
> *Sent:* Monday, March 16, 2020 12:22 PM
> *To:* 'WSBA Probate & Trust Listserv' <wsbapt at lists.wsbarppt.com>
> *Subject:* [WSBAPT] HOA meetings
>
>
>
> Warning – this is more HOA technical stuff, but it does also apply to many
> general nonprofits as well.
>
>
>
> Does anyone have any thoughts about how an HOA can manage meetings when no
> one is there? Board meetings and member meetings are by the terms of the
> governing documents required at certain times, and decisions have to be
> made. There are statutes, but they depend on what the governing documents
> of the association say. This matters for whether or not they have a quorum,
> and whether or not they can make decisions.
>
>
>
> The following is organized this way:
>
>
>
>    1. Statutes, member meetings, 24.03 and 24.06, the two nonprofit state
>    statutory schemes, followed by comments in red;
>    2. Statutes, board and committee meetings, 24.03 and 24.06, followed
>    by comments in red;
>    3. Unanimous consent statutes;
>    4. Discussion, governing documents provisions;
>    5. Discussion: what if the combination of governing document
>    provisions and the statutes leads to a dead end – Board and member meetings
>    have to have people present.
>
>
>
>    1. *Statutes, member meetings:*
>
>
>
> 24.03.075: *Except as otherwise restricted by the articles of
> incorporation or the bylaws*, members and any committee of members of the
> corporation may participate in a meeting by conference telephone or similar
> communications equipment so that all persons participating in the meeting
> can hear each other at the same time. Participation by that method
> constitutes presence in person at a meeting.
>
>
>
> If they fall under 24.03, then they can have member (or member committee)
> meetings with what I will call virtual access. But if their documents
> otherwise specify, there is no help for them here.
>
>
>
> 24.06.100: *If the articles of incorporation or bylaws so provide*,
> members or shareholders may participate in any meeting of members or
> shareholders by any means of communication by which all persons
> participating in the meeting can hear each other during the meeting. A
> member or shareholder participating in a meeting by this means is deemed to
> be present in person at the meeting.
>
>
>
> If they fall under 24.06, then the rule is opposite. They can only virtual
> access if their Bylaws or Articles so provide.
>
>
>
>    1. *Statutes, Board meetings:*
>
>
>
> 24.03.110: *A majority of the number of directors* fixed by, or in the
> manner provided in the bylaws, or in the absence of a bylaw fixing or
> providing for the number of directors, then of the number fixed by or in
> the manner provided in the articles of incorporation, *shall constitute a
> quorum* for the transaction of business, unless otherwise provided in the
> articles of incorporation or the bylaws; but in no event shall a quorum
> consist of less than one-third of the number of directors so fixed or
> stated. The act of the majority of the directors *present* at a meeting
> at which a quorum is present shall be the act of the board of directors,
> unless the act of a greater number is required by this chapter, the
> articles of incorporation or the bylaws.
>
>
>
> First, there is nothing directly addressing whether virtual access is
> possible or not. Second, according to the Court of Appeals, “present”
> means, well, “there.” Lowe v. Foxhall, unpub. Div II, Jan. 7, 2020, no.
> 51898-8-II. I have never thought that 24.03 Directors could appear at a
> meeting by proxy or otherwise than being present. One reason is that the
> next statute says that if you are under 24.06, you can virtual access to a
> Board meeting. A reviewing court would say, they chose to allow it under
> 24.06, and not under 24.03. Pardon my bluntness, but the legal fiction that
> the Legislature actually thought about any of this is, well, what they call
> in the world of real fiction, “magical realism.” Or better, “magical
> fantasy.”
>
>
>
> 24.06.150: *Unless the articles of incorporation or bylaws provide
> otherwise,* any or all directors may participate in a regular or special
> meeting by, or conduct the meeting through the use of, any means of
> communication by which all directors participating can hear each other
> during the meeting. A director participating in a meeting by this means is
> deemed to be present in person at the meeting.
>
>
>
> Under 24.06, then, the default setting is yes, virtual access. But only a
> few are under 24.06. The choice, incidentally, to recommend one or the
> other requires a spreadsheet showing about 20 differences that might
> matter, most of which weigh in favor of 24.06. But it is impossible to
> predict for any particular association which of those factors may matter
> during its lifetime. Such as, this one.
>
>
>
>    1. *Unanimous Consent statutes*
>
>
>
> RCW 24.03.465: Any action required by this chapter to be taken at a
> meeting of the members or directors of a corporation, or any action which
> may be taken at a meeting of the members or directors, may be taken without
> a meeting if *a consent in the form of a record*, setting forth the
> action so taken, *shall* *be executed by all of the members* entitled to
> vote with respect to the subject matter thereof, or all of the directors,
> as the case may be.
>
> Such consent shall have the same force and effect as a unanimous vote, and
> may be stated as such in any articles or record filed with the secretary of
> state under this chapter.
>
>
>
> RCW 24.06.510: Any action required by this chapter to be taken at a
> meeting of the members, shareholders or directors of a corporation, or any
> action which may be taken at a meeting of the members, shareholders or
> directors, may be taken without a meeting, if *a consent in writing*,
> setting forth the action so taken, is signed by all of the members and
> shareholders entitled to vote thereon, or *by all of the directors*, as
> the case may be, *unless the articles or bylaws provide to the contrary*.
>
> Such consent shall have the same force and effect as a unanimous vote, and
> may be stated as such in any articles or document filed with the secretary
> of state.
>
>
>
> So there is an exception for both statutes – unanimous written consent.
> They can hold a “meeting” which is informal, discuss everything you they
> need to discuss, but then vote by unanimous written consent. This will very
> likely only work with Boards, or very small associations, because they
> aren’t going to get unanimous consent from members on whether or not the
> earth is round. See, e.g., Kyrie Irving.
>
>
>
>    1. Governing document discussion.
>
>
>
> These things vary widely. Few associations ever think of these issues. Few
> lawyers drag their clients through this part of their recommendations. Some
> associations want to make sure everyone is there to hear a discussion and
> vote. Some don’t. There is no uniformity. So, each association must look at
> its own documents, compare them to the statutes, and see where they are.
>
>
>
>    1. What to do if they are at a dead end?
>
>
>
> *For Board meetings, one possibility is to have virtual access meetings,
> and then get everyone on the Board to agree to support the results, in
> writing. For membership meetings, that will not likely be practical.*
>
>
>
> *What to do when they have to meet both statutory requirements, and
> governing document requirements, and they can’t get there from here? Is
> there a national emergency, war time, pandemic, nuclear meltdown,
> earthquake, flood, fire, etc. exception to the rules that says if the times
> are extreme enough, then the process rules are adapted so that the
> association can make the best out of a bad situation?*
>
>
>
> *Practically, this works, except when it doesn’t. What if something looks
> like an emergency, emergency powers are invoked, someone’s ox gets gored,
> and then, it wasn’t so bad after all. I have much experience with how far
> some members will go to work out their anger on their associations. A
> lawsuit from one of them is not outside the possibilities. *
>
>
>
>           *I would love to hear from anyone with any other thoughts. I
> get this question at least daily. *
>
>
>
> Rob
>
>
>
> Robert D. Wilson-Hoss
>
> Hoss & Wilson-Hoss, LLP
>
> 236 West Birch Street
>
> Shelton, WA 98584
>
> 360 426-2999
>
> www.hossandwilson-hoss.com
>
> rob at hctc.com
>
>
>
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>
>
> *From:* wsbapt-bounces at lists.wsbarppt.com <
> wsbapt-bounces at lists.wsbarppt.com> *On Behalf Of *Sarah McCarthy
> *Sent:* Thursday, March 5, 2020 8:22 AM
> *To:* WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
> *Subject:* Re: [WSBAPT] Need for Guardian in Public Pay Case
>
>
>
> In these cases I've started with contacting the Office of Public
> Guardianship in Olympia, and they have a form you can fill out describing
> the case for which you're seeking a professional guardian, and they'll do a
> "blast" to all of the CPGs.
> http://www.courts.wa.gov/content/publicUpload/Office%20of%20Public%20Guardianship/OPG%20FRMReferral%20Fill%20in%20Form.pdf  Every
> now and then this yields a response, though often I think that gets
> ignored.  If that doesn't work, then I've resorted to sending personal
> emails to every CPG on the list for that county providing general
> descriptive information.  These personal emails have yielded better
> results.  I can't recall quite where it is on the web site, but there is a
> place on the site where you can find a listing of every CPG in WA, per
> county.
>
>
>
> Sarah
>
>
>
> *Sarah O’Farrell McCarthy*
> Attorney | Kelly, Arndt & Walker, Attorneys at Law, PLLP
> 6443 Harding Avenue | P.O. Box 290 | Clinton, WA  98236
> Phone: (360) 341-1515 | Fax: (360) 341-3272
> sarah at kawlawyers.com | www.kawlawyers.com
>
>
>
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>
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>
>
>
>
> On Wed, Mar 4, 2020 at 10:09 PM John J. Sullivan, Esq. <sullaw at comcast.net>
> wrote:
>
> Sandi:
>
>
>
> I have a similar problem in a case that’s been open a full year in a
> couple of weeks.
>
>
>
> John J. Sullivan
>
>
>
> *From:* wsbapt-bounces at lists.wsbarppt.com <
> wsbapt-bounces at lists.wsbarppt.com> *On Behalf Of *sgay at sbglaw-wa.com
> *Sent:* Wednesday, March 4, 2020 2:29 PM
> *To:* 'WSBA Probate & Trust Listserv' <wsbapt at lists.wsbarppt.com>
> *Subject:* Re: [WSBAPT] Need for Guardian in Public Pay Case
>
>
>
> Christie, both in King County.  One is hospitalized but is ready to be
> discharged when a placement can be identified.
>
>
>
> Sandi Gay
>
> SANDRA BATES GAY, PS
>
> Attorney at Law
>
> Sandra Bates Gay, PS
>
> 23515 N.E. Novelty Hill Rd.
>
> Suite B211-397
>
> Redmond, WA  98053
>
> Ph:  (425) 637-3040
>
> Fax: (425) 952-0156
>
> E-Mail:  sgay at sbglaw-wa.com
>
>
>
> *From:* wsbapt-bounces at lists.wsbarppt.com <
> wsbapt-bounces at lists.wsbarppt.com> *On Behalf Of *Christie Martin
> *Sent:* Wednesday, March 4, 2020 2:07 PM
> *To:* WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
> *Subject:* Re: [WSBAPT] Need for Guardian in Public Pay Case
>
>
>
> What county?  are they already in placements?
>
>
>
>
>
> *Christie L. Martin* *| Martin & Richards, **PLLC*
>
> *Attorney at Law*
>
>
>
> B: 503-444-3449
>
> C: 503-545-9199
>
> F: 360-637-0300
>
>
>
>
>
>
>
> *From: *<wsbapt-bounces at lists.wsbarppt.com> on behalf of "
> sgay at sbglaw-wa.com" <sgay at sbglaw-wa.com>
> *Reply-To: *WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
> *Date: *Wednesday, March 4, 2020 at 11:59 AM
> *To: *'WSBA Probate & Trust Listserv' <wsbapt at lists.wsbarppt.com>
> *Subject: *[WSBAPT] Need for Guardian in Public Pay Case
>
>
>
> In a couple of public pay guardianship cases, as the appointed GAL, I am
> having great difficulty locating a CPG or independent (unrelated) guardian
> who is willing to accept appointment for a couple of AIPs who do not have
> appropriate family members who could serve.  Is anyone aware of CPS who may
> be willing and have the capacity to accept appointments in these difficult
> cases?  Many thanks,
>
>
>
>
>
> Sandi Gay
>
> SANDRA BATES GAY, PS
>
> Attorney at Law
>
> Sandra Bates Gay, PS
>
> 23515 N.E. Novelty Hill Rd.
>
> Suite B211-397
>
> Redmond, WA  98053
>
> Ph:  (425) 637-3040
>
> Fax: (425) 952-0156
>
> E-Mail:  sgay at sbglaw-wa.com
>
>
>
>
>
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