Community association boards often ask me whether they may conduct a vote without a meeting. Washington state law does permit this, but only under the conditions stated below. If your board has questions or concerns about how to interpret and apply this law, then it should consider contacting my office to obtain guidance. The association's governing documents may need to be amended to conduct such a vote in the manner that is desired.
Unless prohibited or limited by the declaration or organizational documents, an association may conduct a vote without a meeting. In that event, the following requirements apply:
(a) The association must notify the unit owners that the vote will be taken by ballot.
(b) The notice must state:
(i) The time and date by which a ballot must be delivered to the association to be counted, which may not be fewer than fourteen days after the date of the notice, and which deadline may be extended in accordance with (g) of this subsection;
(ii) The percent of votes necessary to meet the quorum requirements;
(iii) The percent of votes necessary to approve each matter other than election of board members; and
(iv) The time, date, and manner by which unit owners wishing to deliver information to all unit owners regarding the subject of the vote may do so.
(c) The association must deliver a ballot to every unit owner with the notice.
(d) The ballot must set forth each proposed action and provide an opportunity to vote for or against the action.
(e) A ballot cast pursuant to this section may be revoked only by actual notice to the association of revocation. The death or disability of a unit owner does not revoke a ballot unless the association has actual notice of the death or disability prior to the date set forth in (b)(i) of this subsection.
(f) Approval by ballot pursuant to this subsection is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
(g) If the association does not receive a sufficient number of votes to constitute a quorum or to approve the proposal by the date and time established for return of ballots, the board of directors may extend the deadline for a reasonable period not to exceed eleven months upon further notice to all members in accordance with (b) of this subsection. In that event, all votes previously cast on the proposal must be counted unless subsequently revoked as provided in this section.
(h) A ballot or revocation is not effective until received by the association.
(i) The association must give notice to unit owners of any action taken pursuant to this subsection within a reasonable time after the action is taken.
(j) When an action is taken pursuant to this subsection, a record of the action, including the ballots or a report of the persons appointed to tabulate such ballots, must be kept with the minutes of meetings of the association.
