[WSBARP] HOA Gurus

Tue Aug 23 10:47:39 PDT 2016

I agree; at least this association has a one vote per lot rule, so the
delinquent member can only as an owner of the lots that are not delinquent.
If it had a one vote per member rule, then not paying on one lot might well
mean he or she could vote anyway if he or she owns another lot. My model
bylaws language says, “This loss of [member in good standing] status will
apply to the members personally as well as their rights with respect to each
of their lots, if they own more than one lot.”

I know of no cases about this, others might. Much will depend on the
language of the governing documents, of course. But then there is the
correlated documents rule, which is handy in a number of circumstances (most
of the cases cited are HOA cases, as is Roats), and seems to allow language
in Bylaws to be considered along with the covenants unless contradictory:

¶ 23 The governing documents of a corporation are interpreted in accordance
with accepted rules of contract interpretation. Hollis v. Garwall, Inc., 137
Wash.2d 683, 696, 974 P.2d 836 (1999) (covenants); Langan v. Valicopters,
Inc., 88 Wash.2d 855, 859, 567 P.2d 218 (1977) (bylaws); Walden Inv. Group
v. Pier 67, Inc., 29 Wash.App. 28, 30–31, 627 P.2d 129 (1981) (articles of
incorporation). The purpose of contract interpretation is to determine the
parties' intent. Shafer, 76 Wash.App. at 275, 883 P.2d 1387 (citing Berg v.
Hudesman, 115 Wash.2d 657, 663, 801 P.2d 222 (1990)). Washington courts
apply the “context rule” of contract interpretation in ascertaining the
parties' intent. Shafer, 76 Wash.App. at 275, 883 P.2d 1387. This rule
“allows a court, while viewing the contract as a whole, to consider
extrinsic evidence, such as the circumstances leading to the execution of
the contract, the subsequent conduct of the parties and the reasonableness
of the parties' respective interpretations.” Shafer, 76 Wash.App. at 275,
883 P.2d 1387. “The ‘context rule’ applies even when the disputed provision
is unambiguous.” Shafer, 76 Wash.App. at 275, 883 P.2d 1387. In addition,
articles of incorporation, by-laws, and covenants are “correlated documents”
that are construed together. Rodruck v. Sand Point Maint. Comm'n, 48 Wash.2d
565, 577, 295 P.2d 714 (1956); Lake Limerick Country Club v. Hunt
Manufactured Homes, Inc., 120 Wash.App. 246, 249, 84 P.3d 295 (2004).
Because the governing documents are correlated, the scope of a homeowners'
association's authority is not determined based solely upon one such
document; rather, such a determination requires analyzing the documents as a
whole. Shafer, 76 Wash.App. at 275–76, 883 P.2d 1387.

Roats v. Blakely Island Maint. Comm'n, Inc., 169 Wash. App. 263, 273–74
(2012).

Rob

Robert D. Wilson-Hoss 
Hoss & Wilson-Hoss, LLP 
236 West Birch Street 
Shelton, WA 98584 
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www.hossandwilson-hoss.com
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From: wsbarp-bounces at lists.wsbarppt.com
[mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Paul Neumiller
Sent: Tuesday, August 23, 2016 9:09 AM
To: wsbarp at lists.wsbarppt.com
Subject: [WSBARP] HOA Gurus

Hey!!  Any law (or experience) out there on whether being delinquent on one
lot stops the owner of multiple lots from voting and use of facilities.  

I have a long established subdivision (RCW 24.03) with old stripped down
CC&Rs.  The CC&Rs and the Bylaws state that voting power means “that each
owner shall be entitled to one vote for each lot owned.”  The recorded
Bylaws also state that “Nonpayment of dues may, 
.., subject the member to
both loss of voting privileges and use of the recreational facilities for as
long as such indebtedness continues.” 

So, an owner owns two lots but is delinquent on only one lot.  Is the owner
still entitled to vote for the one lot that is current in dues and still
allowed to swim in the HOA’s pool?

It is galling to the HOA that an owner who is delinquent for one parcel is
still able to vote and swim just because the same owner owns another lot
that is current on dues.  But I am willing to tell the HOA that it is
unclear unless clarifying language is adopted and the most conservative
approach is that the owner may vote for the current lot.  All thoughts are
welcome.  

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