March 30, 2023

Many Community Association Directors Are Not Permitted to Vote by Proxy

Directors of condominium and homeowners associations may sometimes want to vote by proxy rather than attend a board meeting. However, Washington state law does not permit many of them to do so. First, the Washington Uniform Common Interest Ownership Act ("WUCIOA") prohibits directors of communities that were created on or after July 1, 2018 or that have amended their governing documents to apply that law's provisions from voting by proxy. Second, the Washington Nonprofit Corporation Act as restated in 2021 prohibits directors of nonprofit corporations (as many condominium and homeowners associations are organized) from using a proxy to count toward quorum or to vote. As a result, only directors of communities that are both not governed by WUCIOA and not nonprofit corporations may vote by proxy.

It is often difficult for boards to understand what laws apply to their communities. If your board is unclear about that issue or wants to confirm its legal status, then it should consider contacting my office.